Othello Report Essay Essays

Othello Report Essay Essays Othello Report Essay Paper Othello Report Essay Paper In here, Othello discusses needing to be recalled with decency as one who cherished excessively, how he was fooled into extraordinary desire and as one who didn't understand the value of what he had. He communicates his longing to be recorded as the man who slaughtered a Turk who offended the territory of Venice, and murders himself, passing on Desdemonas bed. Cassio was stunned as he had referred to Othello as the valiant one. Lodovico then finished the sad occurrence by asking Cassio to manage the crushed Iago, asking Gratiano to watch the house leaving him with Othellos fortune. Iago essentially persuaded Othello that his significant other was unfaithful. With this falsehood accepted, he turned out to be very envious and choked Desdemona to death, acknowledging just past the point of no return that she is totally guiltless all things considered. As he conveys his last discourse, he reflects upon a mind-blowing time and his administration as the Venetian armed force. He depicts his change from a glad warrior to a killer. He requested for reality to be spoken to neatly and states that it was his own stupidity and envy that caused Desdemonas passing, and not the activities of Iago. From line 334 onwards was the sentimental utilization of Othellos language. It was a discourse that restores his respectable nature and his enormity. Othello began conversing with Lodovico. I have done the express some assistance this line infers that Othello reminded them what his identity was back before, how he made the state pleased with him and his notoriety. He instructed Lodovico to record his story dependably. I ask you in your letters the word supplicate could imply that he is asking Lodovico to do what Othello says. At that point you should talk about one that adored not carefully, however excessively well; Of one, not effectively desirous, yet being fashioned Perplexed in the extraordinary With these lines, Othello surveys the plays sensational bend. Its brings back how Othello used to be in the start of the play, before the entire episode happened. Toward the start of the play, he is a saint, pleased, and stately. His destruction was because of somebody which he couldn't generally control Iago. Like base Indian, discarded the pearl This was alluding to Othello himself as he was a dark simply like an Indian. Base Indian could be the American Indian who didn't esteem valuable stones. Othello alluded himself to an Indian since he didn't perceive Desdemonas genuine worth. Othello at that point separates into tears, something which he isn't utilized to. Yet unused to the liquefying disposition He permits himself to communicate trouble at his own destiny. Drop tears as quick as the Arabian trees This showed Othello is having a genuine sincere separate, as he underlines that tears were descending quicker than typical, notwithstanding that he most likely never separated and cried. Othello advised Lodovico to record his tears, reveals to him how he once happened upon a Turk beating a Venetian and viciously executed him. There is a touch of opposing here. In the start of the play, Othello was unmistakably more than dark however now he has turned Turk and become a genuine racial pariah. In line 351, the circumcised hound these words sounds eventually wrong to portray Othello. He could mean himself being sold out, being a simpleton, being excessively artless, being moronic every one of these words being assembled. He at that point murdered himself: And destroyed him, subsequently. It was a similar path as the Turk being murdered, as referenced previously. In this entry, there were likewise a few expressions of prejudice, for example, Indian, Arabian and turbaned Turk. Every one of these words were being alluded to Othello himself when he gave his discourse. His last words summed up his situation toward the finish of the play, recovering. He began from a respectable figure and kicks the bucket as a killer. His last discourse accentuates the deplorability of his ruin and impeccably embodies the subjects of the play. Gratiano demonstrates that Othellos discourse was something unforeseen, something which he could never hope to listen to originating from Othellos mouth: All that is talked is defaced. This was most likely in light of the fact that Gratiano never anticipates that Othello should be in that state where he surrenders everything. As he is biting the dust, he says that he kissed Desdemona before he executed her with lament and pity. This recommends maybe his affection for her glimmered quickly inside his dull soul before he killed her. He advises himself that maybe he was not completely degenerate, however he passes on realizing that his spirit is lost. Lodovico addresses Iago with brutal words. He considered him a Spartan canine which implied viciousness. Progressively fell that anguish, hunger, or the ocean He said that Iago was crueler than anguish, hunger and the ocean. They are 3 very surprising words that Lodovico that is utilized to think about Iagos remorselessness. This underlines Iago is brutal, being crueler than all else. The item harms sight; Let it be stowed away. He alluded to seeing Othello drooped against Desdemona on bed as an item as they are now dead. The word toxins could likewise be alluding to Iagos savagery and unfaithfulness. He needs it not to be viewed as not to leave anybody alone helped to remember Iago. He additionally advised Gratiano to seize Othellos ownership. As they prevail on you. He thinks Gratiano is the most able one. Finally, he guided Cassio to choose with Iago, which he alluded to as the terrible miscreant, again underscoring his pitilessness. The following barely any lines of Lodovicos discourse were dismal words that finished this entire catastrophe. He said he should come back to Venice and with substantial heart relates this overwhelming demonstration. He depicted both the heart and act substantial demonstrating the calamity Iago had caused. The talks made at the last piece of the play were all hopeless. Othello made his last discourse in that manner since he needed the crowd to know who he truly is before he bites the dust. He talks about his past support of the Venetian state and he depicts himself not as a brutal outsider however as one who adored not shrewdly yet excessively well, as one who was gone after and as one baffled in the extraordinary. He has acknowledged what has occurred and is happy to rebuff himself for it.

An Analysis Of Sainsburys Supermarket

An Analysis Of Sainsburys Supermarket Established in 1869 by John James Sainsbury alongside his better half Mary Ann in London and afterward step by step developed to turn into the biggest basic food item retailer by 1922. Sainsbury’s is the UK’s most established significant food retailer with their first store opened in 1869. It endeavors to stay aware of its confided in legacy of value with best administrations. Past: In the mid 1990’s Sainsbury’s, advertise pioneer up until this point, lost its situation to Tesco and in 2004 it boiled down to no. three after Tesco and Asda. The destruction included numerous reasons including evolving administrations, absence of inventive techniques, neglecting to survey the effect of steadfastness cards plot, undesirable securing in Egypt and a deceptive promoting system which neglected to convey the correct message to the shoppers. Present: Sainsbury’s began to retaliate and be seen after Justin King assumed control over the administration job in mi d 2004 and concocted a restoration procedure under the name of ‘Making Sainsbury’s Great Again’. The procedure included a no. of mergers and acquisitions of little chains in the south east England and the Midlands. The new message of ‘Try Something New Today’ went truly well with the media and the customer drove by the renowned big name gourmet specialist Jamie Oliver it urged purchasers to advance in their kitchens and make their food fascinating. Future: The general store industry has arrived at an immersion point in the UK. To what extent can Sainsbury’s continue opening up new stores at areas with the end goal that its stores don't begin to tear up one another? Utilizing the Ansoff Growth Matrix two future procedures are recommended for Sainsbury’s: Opening up of Sainsbury’s Travels and Tours †Product Development based on the achievement potential in the movement business, Sainsbury’s may wander into the Travel an d Tours business by method of Product Development according to Ansoff Growth Matrix apparatus for future system choice. Sainsbury’s has an exceptionally high likelihood of progress as estimated with the assistance of SWOT investigation and surveying the keys to progress and the basic components. Sainsbury’s China †Market Development Sainsbury’s may decide on the Market improvement procedure by offering the general store business to the place that is known for circumstances China. The move will be distraught after the essential PEST investigation has been done and company’s SWT has been evaluated with Chinese point of view. Sainsbury’s †Strategic Corporate Development History: 1990 to 2004 Corporations are required to include an incentive by keeps an eye on of their business. The objective is to oversee and control the organizations for a long haul and practical achievement. The corporate level methodology manages the decision of the busin ess and the development and advancement identified with it. Sainsbury’s delighted in the situation of the pioneer in the UK general store industry up to the mid 1990’s. It had supported its picture of a name trusted with quality and administration. English like old names with some history behind them. The organization began to lose its grasp in the mid nineties because of various reasons. There was an adjustment in the executives after the long-lasting CEO John David Sainsbury resigned. He was supplanted by David Sainsbury who purchased about an adjustment in the administration style. In spite of the fact that the occasions were changing and a portion of the individuals in the administration contemplated propelling dependability card plans and furthermore preferred presentation of non-food things in the stores, both the alternatives were dismissed by the new administration.

Comedown, Crash, or Rebound Effect After Taking Drugs

Comedown, Crash, or Rebound Effect After Taking Drugs Addiction Print The Comedown, Crash, or Rebound Effect of Drugs How Drug After-Effects Worsen Addiction By Elizabeth Hartney, BSc., MSc., MA, PhD Elizabeth Hartney, BSc, MSc, MA, PhD is a psychologist, professor, and Director of the Centre for Health Leadership and Research at Royal Roads University, Canada. Learn about our editorial policy Elizabeth Hartney, BSc., MSc., MA, PhD Medically reviewed by Medically reviewed by Steven Gans, MD on October 27, 2019 Steven Gans, MD is board-certified in psychiatry and is an active supervisor, teacher, and mentor at Massachusetts General Hospital. Learn about our Medical Review Board Steven Gans, MD Updated on January 30, 2020 Verywell / Emily Roberts More in Addiction Alcohol Use Addictive Behaviors Drug Use Nicotine Use Coping and Recovery In This Article Table of Contents Expand The Rebound Effect The Comedown The Crash Withdrawal Fatigue Body Recovery Energy Recovery View All Back To Top A rebound effect, a crash, and a comedown are all drug after-effects that cause different symptoms. It is important to understand each condition and how each set of symptoms plays a role in addiction. The Rebound Effect A rebound effect is what happens when the body tries to bring itself back into balance (a condition known as homeostasis) after a drug has been taken, by creating physical symptoms which are the opposite to those caused by the drug. One of the ironies of addiction is that the rebound effect causes the user to experience the very same effects they were hoping to escape through drug use. This can actually worsen the risk of developing an addiction, as users seek to recapture the effects they experienced after taking the drug. For example, when you take a sedative drug, which causes relaxation and drowsiness, a rebound effect of agitation will occur after the drug wears off, making you want to take more of the sedative drug in order to calm down. Understanding the rebound effect explains why certain drugs, particularly those that have a quick and intense effect on the nervous system, are very addictive. The cravings that people often feel for these drugs are, at least in part, caused by the association that people have between the mental and physical state they want to be in, and the drug that can promote that state. When the drug wears off, being even further from the state you were seeking can make more of the drug seem like a good idea. This is especially true if the user wants to maintain the state. They are trying to stay awake or alert for longer than the effects of the stimulant, or they are trying to sleep or relax for longer than the effects of the depressant, sedative, or tranquilizer they have taken. Pain is also intensified during a rebound from a painkiller, such as an opioid medication, or a street drug, such as heroin. The pain can be physical or emotional and are usually experienced in combination, as physical and emotional pain go hand in hand, so it is easy to see how painkiller addiction develops. There is never a good time to be in pain, especially for people who experienced chronic pain before taking the drug. The Comedown The comedown is the feeling of the effects of a drug gradually wearing off, after a period of intoxication. It is often described as coming down from the drug high. The experience of a comedown will vary depending on which drug was taken, how much was taken, the previous substance use of the person who took the drug, and individual sensitivities to drug effects. If the intoxication experience was too intense and made the person who took the drug feel uncomfortable, anxious, or delusional, the comedown can feel relatively pleasant, while for others, the comedown can be a disappointing sensation, signaling a return to reality and perhaps triggering further drug use. If you feel ill during a comedown, you may be having medical complications in reaction to the drug. If these persist, it is important to get a medical evaluation. It is also important to be evaluated for emotional or psychological symptoms, such as extreme anxiety or panic, paranoid feelings, extreme anger, distress or depression, especially if this involves thoughts of hurting yourself or someone else, and psychotic symptoms, such as hearing voices. Make sure you tell them what you have taken, how much, and when. It is better to get early intervention than suffer greater complications later on. The Crash The crash is the intense exhaustion that people sometimes feel after using drugs, particularly those that are stimulating, such as cocaine, meth, and even high doses of caffeine. A crash involves helping the body recover not only from the toxicity and effects of the drugs, but also from any over-exertion, lack of sleep, injuries, or other harms that potentially occurred during intoxication. This crash can last much longer than the original high because the body needs longer to recover from the effects of the substance and other behaviors that may have affected the drug user, such as lack of sleep. The most intense and unpleasant crash is typically experienced by users of crack cocaine. The drug can be taken for several days at a time, with users becoming increasingly agitated and paranoid, before crashing out for several days of recovery. Nasal cocaine users can experience the same pattern, but with less intensity than crack cocaine. Experts consider the short, intense high coupled with the rapid onset of the crash, which is lifted by more of the drug, to explain why nicotine and crack cocaine are so addictive.?? Withdrawal Fatigue If you stop taking drugs, you may experience withdrawal fatigue. Withdrawal is the physical and emotional experience that occurs when a drug is discontinued after a period of continuous or excessive use. Regardless of the drug taken, fatigue is a trademark symptom of withdrawal. Even if the drug was a relaxing substance, the inability to relax and sleep will lead to the user feeling more tired than usual. In fact, it may be even more difficult for someone recovering from a sedative drug to sleep than for someone who took a stimulant, who may be able to crash for days. Research has shown that people withdrawing from alcohol have sleep disturbances, poor sleep quality, and do not function well during the day for a month after discontinuing drinking.?? They also experience considerable psychological distress during this time. Body Recovery Withdrawal fatigue is exhausting, but people often try and keep going at their usual pace. This is not a good idea, as it will take longer to restore energy and return to normal activities. Fatigue is your bodys way of getting you to rest and recuperate. Allow your body to recover by following these tips: Take a break from your usual activitiesâ€"dont go out socializing for a few days.Call work or school and take a few days off sickâ€"even if it is self-inflicted, you are not well enough to be up and about.Get plenty of rest. Practicing relaxation skills are very useful, and if you can, get enough sleep.If you cant sleep, try and do restful activities during the night, and, unless you are fully asleep, get up, bathe, dress, and eat during the daytime. This will help reset your body clock, which may have been affected by you not sleeping and waking at the usual times while you were using drugs.If you are able to eat well, particularly fruit, vegetables, and protein, it will help your body to heal. If you dont have access to fresh, healthy food, talk to a pharmacist about the right amount of vitamin supplements. Vitamin C will help your tissues to heal, and vitamin B complex is often helpful for people withdrawing from nicotine. If you dont start to feel your energy return after a week or so of rest, see your doctor. Many people who use alcohol and drugs often have an underlying depressive disorder or other mood disorders.?? Sometimes, by getting proper treatment for the depression, people find that their substance use problems improve and they can quit. Other people can develop anxiety, depression, or psychosis in reaction to a drug.?? Sex problems, sleep problems, and other emotional difficulties can sometimes develop after using drugs. These are known as substance-induced disorders. An addiction medicine specialist is the best person to diagnose your condition and advise you on treatment, but if you dont have access to a specialist, talk it over with another healthcare provider. Energy Recovery Everyones experience of recovery is different. However, the good news is that most people who discontinue using drugs and alcohol regain energy, sometimes in as little as a few weeks. Of course, how quickly you recover will depend on many factors, such as your general state of health, how much and for how long you were using substances, your lifestyle during this time, and emotional factors, such as whether you were or are living in a supportive community or family, and whether you feel safe with the people around you. If you are not living with or near people who support you, it will be more difficult to regain your energy after substance use. If you are in an abusive relationship, it is unlikely you will feel alright until you get away from the abuser. No matter how much sleep you get, living with someone who hurts you emotionally or physically is exhausting. If this is the case for you, reach out for help. There are many resources available to help you and your children to make a fresh start. In the long term, nothing will be better for your energy than a drug-free, anxiety-free lifestyle. Your doctor or local police can help you if you are living with or feel controlled by someone you are in a relationship with.

Symptoms And Symptoms Of Autism Essay - 2146 Words

Introduction Autism is very frustrating when compared to a lot of diseases for the simple fact that it is so confounding as far as its appearance. As a neurological disease, there are so many different kinds of it, and there is so much that goes into the arrival of the disease. Some forms of autism feature sufferers that have an innate talent for a given skill, and others simply act as if they’re comatose. Among all afflictions that exist, few are as frustrating as autism. There are varying forms of the neurological disease, with each individual variation there are respective differences. There are forms of autism where a sufferer has higher mental capacity, whereas others may possess an innate expertise with arithmetic. Aside from just autism, symptoms caused by Asperger’s syndrome are also very common, as it s a neurological disorder that creates a lot of the same problems. While there are times where the person can have a lot of great traits, other times, they act l ike a little kid. Autism is very similar in a lot of ways to someone cognitively being stuck in a child’s mind while the rest of the body continues to mature. Aside from the mental and neurological issues, there are other physical deformities and manifestations of the disease that can also arise. In our body, the most integral part that controls virtually everything is the brain. Because this part of the body is so critical, it goes through a lot of physical and developmental changes as life goesShow MoreRelatedEssay The Signs and Symptoms of Autism563 Words   |  3 PagesAutism Are you a parent or someone who wants to know about Autism? Well this is the paper you should read. Autism is a mental condition, present from early childhood. Autism is a spectrum disorder known as ASD. Autism was founded by Eugen Bleuler who was a Swiss psychiatrist. 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They were all listed under what is called Autism Spectrum Disorder. People on the spectrum range from dysfunctional to functional. The most functional form is called, Asperger s Syndrome. People with Asperger s Syndrome have abov e average intelligence; the people on the other end of the spectrumRead MoreInformative Speech : Autism Spectrum Disorder Essay873 Words   |  4 PagesInformative Speech: Autism Spectrum Disorder Attention Getter: Some of us parents take it for granted when our kids talk so much, ask so many questions, or clown around all day long. We tend to forget how there are some parents that don’t get that right away. Topic Disclosure: Today I am going to talk to you about autism spectrum disorder. Preview: During my speech I will discuss: I. Causes of autism II. Symptoms III. Treatments Audience Link: Before doing the research on autism spectrum disorder

Summary Of Policing Gangs In America - 1318 Words

Book Review: Policing Gangs in America Ryne Kisslan October 7, 2017 Gangs Professor Nuno In Policing Gangs in America, Charles Katz and Vincent Webb describes every issue in American Gangs today. The ultimate goal of this book is how the gang officers work and the different kind of atmosphere they work in. Their job isn’t like other law enforcement jobs. It’s one of the more dangerous occupation in the Criminal Justice system. These gang officers focus on how they react to public gang issues. The first chapter of Policing Gangs in America is entitled, â€Å"Studying the Police Response to Gangs.† The primary purpose of the chapter is to establish how police agencies; Inglewood, Las Vegas, Albuquerque and Phoenix in specific,†¦show more content†¦The chapter is organized into sections by city and follows Inglewood (1960-1999), Albuquerque (1960-1999), Las Vegas (1980-1999) and finally, Phoenix (1970-1999). Tables of statistics are used to show the growth of gangs in Albuquerque to provide numerical graphics for the reader (pp. 58). Chapter Four is entitled, â€Å"[The] Scope and Nature of the Current Gang Problem.† It focuses on recent trends in number of gangs, gang members and gang-related crimes in each city. In Inglewood, almost all the neighborhoods were claimed by at least one gang, with gang-unit officers agreeing that the city was facing a major gang problem. In Albuquerque, gangs were involved in drug trafficking and property offenses, with 7 out of 8 gang-unit officers believing the city had a major gang problem. In Las Vegas, migration from other cities was thought to be the primary cause of an increase in gang members. 50% of crime in Las Vegas is attributed to gangs, with most officers believing they had a moderate to major gang problem. In Phoenix, the gang problem is described as wave-like, with 70% of gang-unit officers thinking the city had a major gang problem. 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Copyright  © 2008 by Pearson Education, Inc. st Chapter Out line INTRODUCTION The Themes of the Book The Police Function: Social Control and the Use of Force Policing Within the Rule of Law: The Challenges of Discretion The Delicate Balance: Crime Control versus Due Process The Levels of Law Enforcement Municipal Agencies County Agencies State Agencies Federal Agencies Department of Justice Department of HomelandRead MoreEssay Juvenile Delinquency5272 Words   |  22 Pagesand correct this issue. Still, juvenile delinquency continues to be a problem needing serious corrective action. This paper will focus on the history and future of juvenile delinquency, as well as number of the theories believed to be its cause. A summary of a delinquent’s rights will also be included. Sentencing practices and strategies utilized to diminish the problem of delinquency are also a focus in this paper. History of Delinquency â€Å"A grasp of the current conflict surrounding the

Roosevelt a Liberal and Hoover a Conservative Free Essays

Throughout the history of America conflicting beliefs of how the government should affect our lives has been categorized from either a Liberal or a conservative standpoint. A liberal is one who may be considered a radical, one who believes government has a role to play in our lives and moves towards the new age of humanity. Conservatives share a completely different set of beliefs, they believe in the old ways, a government which doesn’t influence our lives, and side with the rights of states and the people. We will write a custom essay sample on Roosevelt a Liberal and Hoover a Conservative or any similar topic only for you Order Now According to these beliefs Hoover follows conservative beliefs more or less and Roosevelt follows a more liberal beliefs. These standpoints can be more defined by comparing them with radicals and influential figures of the age. President Hoover being who he was, was a conservative. Being raised in poverty and still achieving to gain the presidency instilled the idea in him that if he can overcome challenges and economic turmoil so should every other person in the country. Rugged Individualism, as this ideology was called, influenced Hoover against providing direct aid to the people in the Great Depression. To keep the government out of the peoples lives he gave money to business’s and banks with the hope that money would trickle down to the people. As a part of this attempt he created the Reconstruction Finance Corporation in attempt to create jobs for the common people. Providing aver half a billion dollars to indirectly help the poor. (Doc C). Later in his term however Hoover began taking a more liberal stance on important issues. Realizing his previous policies didn’t help the people he began asking congress to help fun public work projects. (Doc. B). One of the largest of these projects was the Hoover Dam which provided many jobs to those in need. One of the final changes of heart that Hoover experienced was giving a helping hand to unions. By passing the Norris-La Guardia Anti-Injunction Act he succeeded in outlawing yellow dog contracts, and stopped the use of injunction on strikes and boycotts. These displays of authority during his term proves Hoover to be a developing man of both conservative and liberal beliefs. Roosevelt was a Liberal president, one that strived to bring change to our government, bringing it to terms with the modern era. To bring us out of the depression Roosevelt pulled out as many new and crazy ideas as he could to try and bring our economy back to normal and benefit those in need. (doc. E) Within months of becoming president Roosevelt had already created a number of government based programs to support his three point plan to provide relief, recovery, and reform. In doing this Roosevelt proceeded in one of the most liberal actions of any president, passing the 21st amendment which canceled out another amendment. This amendment allowed for beer and wine to be sold so that the government could receive tax money. The three point plan instilled by Roosevelt included much more then just the legalization of booze. A number of what became known as Alphabet Agencies arose to help ease the need to find jobs. Programs such as the CCC helped with forest protection, while FERA directed by Hopkins granted a few billion dollars to the states to be distributed as seen fit. Other agencies such as ADA or HOLC contributed in other ways to ease the economy. These tendencies prove Roosevelt to be a Liberal president, however he saw himself as a conservative, a savior of democracy in hard times. It was because of his liberal actions that he was able to preserve conservative ways. (Doc. G) By these policies and beliefs it becomes valid point that Roosevelt is much more liberal then he is conservative. Many Influential people of the time and age can help define the outlook these two presidents and exactly where they stand. President Wilson was the embodiment of liberal thinking, bringing the nation into the first world war, making the government a part of every persons life. Coolidge was in contrast to Wilson an embodiment of conservative ideals refusing to give pity to the poor and taking part in their lives. With these marks to judge by the standpoint of Roosevelt and Hoover become very apparent. While Roosevelt may claim to be conservative, he is in fact very liberal, although not nearly as much as Wilson. Hoover may seem to be a conservative, but when compared t Coolidge it becomes clear that he is almost borderline liberal. Whether a president claims to be a liberal or a conservative his true beliefs are hidden until the full extent and intentions of his policies and actions are taken into account. The characterizations that Herbert Hoover was a conservative, and that Franklin Roosevelt is a liberal are both very valid points. How to cite Roosevelt a Liberal and Hoover a Conservative, Essay examples

Business Portfolio Management Business Trends

Question: Describe about the Business Portfolio Management for Business Trends. Answer: 1.i) Determinants of expected return of Portfolio: The expected returns from a portfolio tends to be determined by the beta factors contributed by each set of investment. The primary determinants in regards to portfolio returns tends to be degree of active asset allocation, the degree of efficiency, the degree of co efficiency pertaining to factor models, risk positioning both in terms of external and internal (Gharghori, Lee Veeraraghavan, 2009). The active allocation with regards to non cash assets onto cash equivalents at the allocation levels, the degree of holding prime and subprime instruments into the portfolio elucidates high degree of influence upon the stock prices. 1.ii) Distinction between selection and allocation in Portfolio Management: Hu (2016) stated the fact that the major portion of variance arising from portfolio returns tends to be determined by the degree of efficiency derived in the asset allocation decisions. Moreover, Beringer, Jonas Kock, (2013) advocated that the policy decision tends to determine the variance pertaining to asset allocation. However, security selection differs in the aspect that random variation that tends to occur in regards to individual securities results towards higher degree of return variation as compared to that of assets allocation in between cash and cash equivalents such as bonds. Further, Klingebiel Rammer (2014) mentions that the dispersion pertaining to average performance that results from security selection tends to be of greater quantum than that of assets allocation. B1) Comparison between weak form, semi-strong form and strong form of market: The weak form of market hypothesis tends to showcase a level of market efficiency whereby considerable degree of information pertaining to the expected stock price are unable to be forecasted based upon the historical fluctuations in that particular stock value. On the other hand, the semi-strong market suggests that efficiency in terms of predictability and forecasting is not dependant upon the past financial data. This is owing to the assumption that the effect of historical events pertaining to the stock has been reflected in the past stock prices (Jarrow Larsson, 2012). On the other hand strong form of market showcases a circumstance whereby the information asymmetry cannot have any degree of advantage as the market already tends to showcase the influence of past events. Weak form of markets showcases a market situation where the stock prices have been dependant on past data thereby providing scope for financial manipulation through use of insider trading (Yalcin, 2016). Whereas, semi strong markets are those that are prevents additional returns by investors that are using published information pertaining to the stock in order to aggravate the degree of returns. However, on the other hand any form of information whether published or unpublished, does not facilitate any form of gains in a strong market form, thereby the risks pertaining to insider trading and information asymmetry is negligible. B2) a) Capital Asset Pricing Model (CAPM): The CAPM suggests that the expected return pertaining to an asset that falls above risk-free rate is proportional to risks that are non-diversifiable in nature (Jensen Ruback, 1983). The model stands on several inexplicit assumption primary among them being i) absence of transaction costs and corporate taxes followed by unconstrained quantum of risk free rate credit facilities; ii) investors selecting portfolios with satisfactory degree of mean variance with single period horizon: iii) subjective expectations remains constant amongst the investors in terms of mean, variances and covariance regarding returns. Moreover, the quantum of non diversifiable risks are The subsequent research post the development of CAPM model suggests that the model fails towards explaining the size effect, book to market effect, leverage and illiquidity effects (Da, Guo Jagannathan, 2012). Moreover, the anomalies arising from such effects are not explainable using the CAPM owing to its inherent nature. Fu rther, CAPM fails substantially towards elucidating observed risk premium owing to the fact that empirical covariance tends to be ascertained using data from incomplete asset markets (Barberis, Greenwood, Jin Shleifer, 2015) . b) Arbitrage Price Theory: This price theory postulates that the expected returns are related to loading of macro-economic factors or market betas in circumstances where there are no arbitrage opportunities facilitated by equilibrium prices. The theory is developed on the premise of markets that tends to be frictionless and are primarily perfectly competitive (Franks Mayer, 1996). The theory advocates that the relationship in the context of linear pricing is a primary condition to achieve equilibrium in markets where utility maximization persists amongst agents (Gharghori, Lee Veeraraghavan, 2009). The theory intended towards mitigating the shortcomings pertaining to CAPM, particularly through improving the computational framework for estimation of expected quantum of returns empirically. However, Dempsey (2013) states that in terms of computations pertaining to expected returns, data that are in fact historical in nature tends to create risks from adverse forecasting. B3.a Patterns/ effects on the equity returns: According to Gharghori, Lee Veeraraghavan (2009), the effects of the stock market have been investigated by taking into account the size effect, book-to-market effect, earnings-to-price effect, leverage effect, liquidity effect and cash flow-to-price effect. In addition, the ability of the Fama-French model has been critically evaluated to demonstrate the observed influences. As per the view of the researchers, the anomalies do not depict the evidence of the market efficiency; however, it could suggest the misspecification of the asset pricing model. The proponents of the Fama-French model have argued that CAPM model does not possess all the specifications, which could be overcome with the help of the two additional factors of the Fama-French model. The researchers have evaluated this research has first happened on the US equity market, in which it has proved to be effective in contrast to the CAPM approach. The effects of the Fama-French factor are, however, different in the case of the Australian equity market. According to the R2 square value, as found in the regression analysis, the amount of mispricing is significant, since the value varies from 50% - 60%. The reason for such effect is that the Australian market is relatively smaller with smaller stocks. In addition, the researcher has taken a large sample size, which makes it infeasible for the Fama-French factor to test large number of the Australian portfolios. In this research, the researchers have selected smaller number of portfolios, in which the documentation of the size, B/M and E/P effect has been evaluated. The Australian firms have reported declining earnings cash inflows. However, the Fama-French model does not describe all effects due to consistent mispricing. Thus, it is not feasible in Australia. 3.b Effects observed in the Australian market: The researchers have collected data related to price for the period 1992-2005 and data related to accounting for 1992-2004. The price data is comprised of the stock returns, market capitalisation, return on index and outstanding shares. The accounting data is composed of the intangibles and liabilities, operating cash inflows and net income. The smaller firms are chosen in the portfolio, as the previous researches have failed to examine the effects of the model due to inclusion of large Australia firms. Gharghori, Lee Veeraraghavan (2009) have observed that the Australian firms having high fundamentals of accounting in relation to price are highly valued. On the contrary, the Australian organisations having low fundamentals of accounting in relation to price do not possess much value. In addition, the researchers have also stated that in case of positive cash inflows, the big C/P and E/P stocks need to outperform the small E/P and C/P stocks. This implies that returns are higher in contrast to growth. This research has been highly valuable, as the impact of both C//P and E/P has been depicted for the firms reporting negative earnings and cash inflows. However, the effects of liquidity or leverage could not be adjudged with the help of the Fama-French model. In addition the Fama-French model used on small number of portfolios with the help of regression analysis. The tests related to asset impairment depict that the Fama-French model does not possess the ability to describe the returns on the selected portfolios. Thus, this model could not be deemed as the most effective measure in analysing the effects of equity returns on the Australian firms. According to Brailsford, Gaunt O'Brien (2012), there are several factors, which need to be considered to describe the variations in equity returns despite systematic risks. This research has taken into account 98% of the ASX listed Australian organisations for a period of 25 years. The time-series framework and cross-sectional framework have been used in the article to evaluate the data in an effective manner. The data selected for this research include accounting information required for book value computation and the information associated with prices, dividends, market capitalisation and changes in capitalisation. The first data source is not available from the Australian firms. The other data are accumulated from the annual reports of the firms for the years 1982 2006. After the evaluation of data, the researchers have concluded that the impact of book-to-market is significant or the Australian organisations. In addition, the difference in returns is insignificant for larger po rtfolios. Lastly, it has been found that all pricing factors are significant and the exposures are positive for premiums. In the words of Chiah, Chai Zhong (2015), the Five-Factor Fama-French model considers the entire market and the influential dynamics associated with the firm size, profitability, book-to-market and investments. This model has the potential to outperform the three-factor Fama-French model to dissect the influence of the equity returns on the Australian organisations. In this research, relatively larger sample size is chosen from the Australian equity market for the year 1982 2013. The prior research has been conducted for a period of 12 years. The motive of the researchers is to examine the performance of the Australian equities in terms of pricing with the help of the five-factor model. The regression analysis and Anova testing have been made to analyse the influence of the market and pricing anomalies on the selected equities. In addition, it has also been found that the book-to-market factor remains with the explanatory power based on the profitability and investment factors. As per the view of Shi et al., (2013), the technology-based asset pricing model has higher relevance in contrast to the Fama-French three-factor model. The purpose of this research is to investigate an association between the above-mentioned mode and stock returns in the Australian market. The methods of checks related to robustness and two-step GMM and Cochranes regression have been used in the study to evaluate the data accumulated from 25 portfolios. It has been found that the factor associated with technology helps in asset related to price by enhancing the description of the cross-sectional deviation of share returns. This is because this model takes into account the systematic risk arising out of technology with diversifying sensitivity to explain the stock returns. The researchers have inferred that the technology model has significant influence on the Australian equities. C.1.a Motives behind mergers and takeovers: Ahern (2011) suggests that substantial quantum of mergers and takeover, over a quarter of all mergers, tends to provide greater financial gains as compared to their targets. Thereby, the acquirers are induced by the coupling of improvement of returns in longer term with the immediate gains post mergers. Li (2013) advocated that takeovers tends to reduce the quantum of capital expenditure, employment incentives along with the labor rates and while keeping the output levels at par with that of pre-acquisition period. Further, the authors also suggested that the offer premium pertaining to acquisition is reflective of the size of the target and not upon the productivity. Thereby in an takeover, the acquirer tends to focus largely upon retaining the same degree of productivity at lower costs leading to an overall improvement in revenue generating ability. Morellec Zhdanov (2005) states the fact that the mergers are primarily undertaken in order to facilitate financial synergies resultin g towards a streamlined sets of knowledge transfers along with the synthesizing different levels of operations in order to improve the productivity. Yalcin (2016) mentions the fact that the mergers and takeover are intended in instances where the acquirer entity faces shortcomings in terms of fulfilling the degree of operational efficiency that can achieved through present degree of managerial skills that the acquirer company possesses. Moreover, another motive pertaining to mergers and takeovers comes from the premise of asymmetric information pertaining to the valuation of target company. For instance, the actual value of the company in terms of potentiality may have been better gauged by the acquirer company than by the rest of the market. C 1.b: Whether Takeovers Increase Target Value or the Bidder Firm Along with Combining Market Value Abstract The essay will consider the journals namely The market for corporate control and Director Networks and Takeovers and evaluate whether takeovers of the companies enhance target value or the bidder organization as well as combining the market value. The evaluation of the journal revealed the fact that effectively connected organizations are highly active bidders. This is for the reason when a bidder along with a target has more than one director in common, the takeover transactions profitability will be effectively completed arguments and the negotiation period is shorter. It was clarified from the journal that companies with more than one common directors have increased merging probability and the companies with increased centrality measures appears to be highly active acquirers. Introduction A corporate takeover can be deemed to have a significant impact on an organizations growth prospects and prolonged outlook (Wang, 2015). When a buyer takes over any target organization, it might use shares of the companys stocks to finance the deal along with employing debt or cash. The gains generated by the business takeovers do not seem to generate from the market power development. Along with exceptions of actions, those do not consider potential bidders; it is complex to reveal managerial actions linked with business control that has adverse impact on shareholders. The objective of the essay is to consider the journals namely The market for corporate control and Director Networks and Takeovers and evaluate whether takeovers of the companies enhance target value or the bidder organization as well as combining the market value. The Market for Corporate Control Evaluation of journal The Market for Corporate Control revealed that several controversial concerns related with the corporate control market has not been settled and several issues were needed to be considered in the study. It is evident from the journal that it is not likely that any transactions set have been studied in details that seems to depict business takeovers produce positive gains that the shareholders of the target organization benefit and that the shareholders of the bidding organizations does not loose (Jensen Ruback, 1983). The values generated from the business takeovers do not seem too appear firm the market power generation. Additionally, it is complex to discover managerial conducts linked with business control that adversely affect stockholders. The journal also made it clear that the exceptions appear to be such actions that decrease a real or potential bidder, for instance, by the implementation of targeted huge block repurchases or agreements those retain sta ndstill (Auerbach, 2013). The evidence gathered from the journal indicated that targets of the successful tender decisions and mergers gather considerably positive abnormal gains on offer announcements and by the failure realization (Palia, 2016). Moreover, such targets of unsuccessful tender decisions those do not gain further offers within next two years lose all the gains from prior announcements and such targets that do not gain fresh offers obtain further higher returns. At last, targets related with the successful mergers seem to lose all the sensitive gains earned within the period of offer announcement at the time the offer failure becomes known. Moreover, the journal revealed that the gains generated by the business takeovers do not come from the generation of power of market (Macias Pirinsky, 2015). It was also revealed that it is complex to reveal managerial actions linked to business control that impact stockholders, the exceptions are the actions those decreases a potential or real bidder. The journal clarified that the imposition of regulations on security that governs takeovers seems to decrease the takeovers profitability. The impact of such changes in tender provides regulations on the irregular returns to the bidding as well as target companies. It was gathered that through increasing the cost of transaction and imposing takeover restrictions, such regulations might simply truncate the takeover distribution that might actually take place. Such truncation is not that profitable takeovers that might decrease returns to companys shareholders that does not turn out to be targets and have less impact on returns to those that turn out to be targets. However, this might enhance the measured average abnormal gains for targets of finished takeovers. Director Networks and Takeovers From the analysis of the journal Director Networks and Takeovers it is gathered that the journal focused on analyzing the associations of the bidder and target companies impact on several aspects of mergers and acquisitions within UK (Renneboog Zhao, 2014). Within the network context, the journal revealed that the takeover frequency, process of merger and acquisition that includes the negotiation and success in contrast to failure at the negotiation process end, payment means including all-cash and all-equity along with mixed offers and the retention or directors attraction towards the target company on board of merged organization. Moreover, whether there is any difference in aspect of abnormal returns before the announcement of connected as well as non-connected MA (Goergen Renneboog, 2014). The evaluation of the journal revealed the fact that effectively connected organizations are highly active bidders. This is for the reason when a bidder along with a target has more than one director in common, the takeover transactions profitability will be effectively completed arguments and the negotiation period is shorter. Moreover, targets those are connected in a frequent way accept offers that include equity (Berezinets, et al., 2016). The target companys directors have increased occasion to be invited in the board of merged company within connected merger and acquisition. At the time connections have a huge impact on takeover process and strategy, the journal did not offer much evidence regarding whether market acknowledges connections among targets and bidders as the return announcements does not remain statistically distinct from these targets and bidders. It was clarified from the journal that companies with more than one common directors have increased merging probability and the companies with increased centrality measures appears to be highly active acquirers (Wang, 2015). Moreover, negations taking place between connected organizations are shorter and are completed successfully and bidders those connected frequently make offers in equity. Conclusion The objective of the essay was to consider the journals namely The market for corporate control and Director Networks and Takeovers and evaluate whether takeovers of the companies enhance target value or the bidder organization as well as combining the market value. From the discussion provided in the essay, it was gathered that the gains generated by the business takeovers does not seem to generate from the market power development. Moreover, along with exceptions of actions, those do not consider potential bidders; it is complex to reveal managerial actions linked with business control that has adverse impact on shareholders. References and Bibliography: Ahern, K. R. (2012). Bargaining power and industry dependence in mergers.Journal of Financial Economics,103(3), 530-550. Auerbach, A.J. ed., 2013.Corporate takeovers: Causes and consequences. University of Chicago Press. Barberis, N., Greenwood, R., Jin, L., Shleifer, A. (2015). X-CAPM: An extrapolative capital asset pricing model.Journal of Financial Economics,115(1), 1-24. Berezinets, I., Garanina, T., Ilina, Y. (2016). Intellectual capital of a board of directors and its elements: introduction to the concepts.Journal of Intellectual Capital,17(4). Beringer, C., Jonas, D., Kock, A. (2013). Behavior of internal stakeholders in project portfolio management and its impact on success.International Journal of Project Management,31(6), 830-846. Brailsford, T., Gaunt, C., O'Brien, M. A. (2012). Size and book-to-market factors in Australia.Australian Journal of Management, 0312896211423555. Chiah, M., Chai, D., Zhong, A. (2015). A better model? An empirical investigation of the Fama-French five-factor model in Australia. In2015 Financial Markets Corporate Governance Conference. Da, Z., Guo, R. J., Jagannathan, R. (2012). CAPM for estimating the cost of equity capital: Interpreting the empirical evidence.Journal of Financial Economics,103(1), 204-220. Dempsey, M. (2013). The capital asset pricing model (CAPM): the history of a failed revolutionary idea in finance?.Abacus,49(S1), 7-23. Deng, X., Kang, J. K., Low, B. S. (2013). Corporate social responsibility and stakeholder value maximization: Evidence from mergers.Journal of Financial Economics,110(1), 87-109. Franks, J., Mayer, C. (1996). Hostile takeovers and the correction of managerial failure.Journal of Financial Economics,40(1), 163-181. Geambasu, C., Jianu, I., Herteliu, C., Geambasu, L. (2014). Macroeconomic Influence on Shares Return. Study case: Arbitrage Pricing Theory (APT) Applied on Bucharest Stock Exchange.Economic Computation and Economic Cybernetics Studies and Research,48(2), 133-150. Gharghori, P., Lee, R. Veeraraghavan, M. (2009). Anomalies and stock returns: Australian evidence.Accounting Finance,49(3), pp.555-576. Gharghori, P., Lee, R., Veeraraghavan, M. (2009). Anomalies and stock returns: Australian evidence.Accounting Finance,49(3), 555-576. Goergen, M., Renneboog, L. (2014). Inside the board room.Journal of Corporate Finance,28, 1-5. Hu, W. (2016). Calibration of multivariate generalized hyperbolic distributions using the EM algorithm, with applications in risk management, portfolio optimization and portfolio credit risk. Jarrow, R. A., Larsson, M. (2012). The meaning of market efficiency.Mathematical Finance,22(1), 1-30. Jensen Ruback (1983). The Market for Corporate Control. Journal of Financial Economics, 11, 5-50. Jensen, M. C., Ruback, R. S. (1983). The market for corporate control: The scientific evidence.Journal of Financial economics,11(1), 5-50. Klingebiel, R., Rammer, C. (2014). Resource allocation strategy for innovation portfolio management.Strategic Management Journal,35(2), 246-268. Li, X. (2013). Productivity, restructuring, and the gains from takeovers.Journal of Financial Economics,109(1), 250-271. Macias, A., Pirinsky, C. (2015). Employees and the market for corporate control.Journal of Corporate Finance,31, 33-53. Morellec, E., Zhdanov, A. (2005). The dynamics of mergers and acquisitions.Journal of Financial Economics,77(3), 649-672. Palia, D. (2016). The market for corporate control: survey of the empirical evidence, estimation issues, and potential areas for future research. Research Handbook on Mergers and Acquisitions, 66. Renneboog, L. Zhao, Y. (2014). Director Networks and Takeovers. Journal of Corporate Finance, 28(6), 218-234. Schmidt, B. (2015). Costs and benefits of friendly boards during mergers and acquisitions.Journal of Financial Economics,117(2), 424-447. Shi, J., Darrat, A. F., Li, B., Chung, R. Y. M. (2013). Technology Prospect and the Cross-Section of Stock Returns: Evidence from the Australian Market. Corporate Ownership and Control, 11(1), 295-303. Wang, Z. (2015). The Role of the Director Social Networks in Spreading Misconduct: The Case of Reverse Mergers.Available at SSRN 2656000. Yalcin, K. C. (2016). Market rationality: Efficient market hypothesis versus market anomalies.European Journal of Economic and Political Studies,3(2), 23-38.

Law on Sales Essay Example

Law on Sales Essay Article 1458 of the Civil Code de? nes â€Å"sale† as a contract whereby one of the contracting parties (Seller) obligates himself to transfer the ownership, and to deliver the possession, of a determinate thing; and the other party (Buyer) obligates himself to pay therefor a price certain in money or its equivalent. 1 The Roman Law concept embodied in the old Civil Code2 that treated delivery of tangible property as the sole purpose of sale has been modi? d under the present Article 1458, which applies the common law concept of requiring the obligation to transfer the ownership of the subject matter of the sale as a principal obligation of the seller. 1. Nature of Obligations Created in a Sale The de? nition of the contract of sale under Article 1458 provides that its perfection brings about the creation of two sets of obligations: (a) Two OBLIGATIONS of the SELLER to: (i) Transfer the Ownership,3 and 1 Alfredo v. Borras, 404 SCRA 145 (2003); Cruz v. Fernando, 477 SCRA 173 (2 005); Roberts v. Papio, 515 SCRA 346 (2007). 2 Art. 445 of the old Civil Code. 3 Flancia v. Court of Appeals, 457 SCRA 224, 231 (2005), de? nes â€Å"ownership† as â€Å"the independent and general power of a person over a thing for purposes recognized by law and within the limits established thereby — aside form the jus utendi and the jus abutendi inherent in the right to enjoy the thing, the right to dispose, or the jus disponendi, is the power of the owner to alienate, encumber, transform and even destroy the thing owned. † 1 2 LAW ON SALES (ii) Deliver the Possession, of the SUBJECT MATTER; (b) An OBLIGATION for the BUYER to: (i) Pay the PRICE . Both sets of obligations, are real obligations or obligations â€Å"to give,† as contrasted from personal obligations â€Å"to do† and â€Å"not to do,† and can be the proper subject of actions for speci? c performance. 5 In contrast, obligations to do or not to do, cannot be enforced through actions for speci? c performance because of the public policy against involuntary servitude;6 although the creditor can have the same executed by another at the cost of the obligor,7 and the obligor’s refusal to comply can be the basis for claims for damages. To illustrate, Article 1480 of the Civil Code, which crossrefers to Article 1165 thereof, provides that when what is to be delivered is a determinate thing, the buyer, in addition to the right to recover damages, may compel the seller to make the delivery. In other words, a defaulting party in a sale cannot insist on just paying damages when the non-defaulting party demands performance. 2. Subject Matter of Sal e Although Article 1458, in de? ning sale, uses the word â€Å"determinate† to describe the subject matter of the sale, the present Law on Sales has expanded the coverage to include generic objects which are at least â€Å"determinable. Article 1460 states that the â€Å"requisite that the thing be determinate is satis? ed if at the time the contract is entered into, the thing is capable of 4 Acap v. Court of Appeals, 251 SCRA 30 (1995); Velarde v. Court of Appeals, 361 SCRA 56 (2001). 5 Art. 1165 of the Civil Code: â€Å"When what is to be delivered is a determinate thing, the creditor . . . may compel the debtor to make the delivery. If the thing is indeterminate or generic, he may ask that the obligation be complied with at the expense of the debtor. 6 Sec. 18(2), Art. III, 1987 Constitution. 7 Art. 1167, Civil Code. 8 Art. 1170, Civil Code. NATURE OF SALE 3 being made determinate without the necessity of a new or further agreement between the parties,† which incl udes â€Å"determinable† albeit generic objects as valid subject matters of sale. Nonetheless, the use of the word â€Å"determinate† in the de? nition of sale under Article 1458 seems accurate since it pertains to the performance of the obligations of the seller to transfer ownership and to deliver possession. We will write a custom essay sample on Law on Sales specifically for you for only $16.38 $13.9/page Order now We will write a custom essay sample on Law on Sales specifically for you FOR ONLY $16.38 $13.9/page Hire Writer We will write a custom essay sample on Law on Sales specifically for you FOR ONLY $16.38 $13.9/page Hire Writer This would require that even if the subject matter of the sale was generic (determinable), the performance of the seller’s obligation would require necessarily its physical segregation or particular designation, making the subject matter determinate at the point of performance. The use of the word â€Å"determinate† to describe the subject matter emphasizes more speci? cally the fact that the obligation to deliver and transfer ownership can be performed only with the subject matter becoming speci? or determinate, and is not meant to exclude certain generic things from validly becoming the proper subject matter of sale, at the point of perfection. 3. Elements of Contract of Sale Coronel v. Court of Appeals,9 enumerates the essential elements of a valid contract of sale to consist of the following: (a) CONSENT, or meeting of the minds to transfer ownership in exchange for the price; (b) SUBJECT MATTER; and (c) PRICE, certain in money or its equivalent. 10 263 SCRA 15 (199 6). See also Jovan Land, Inc. v. Court of Appeals, 268 SCRA 160 (1997); Quijada v. Court of Appeals, 299 SCRA 695 (1998); Co v. Court of Appeals, 312 SCRA 528 (1999); Heirs of San Andres v. Rodriguez, 332 SCRA 769 (2000); Roble v. Arbasa, 362 SCRA 69 (2001); Penalosa v. Santos, 363 SCRA 545 (2001); Polytechnic University of the Philippines v. Court of Appeals, 368 SCRA 691 (2001); Katipunan v. Katipunan, 375 SCRA 199 (2002); Londres v. Court of Appeals, 394 SCRA 133 (2002); Manongsong v. Estimo, 404 SCRA 683 (2003); Jimenez, Jr. v. Jordana, 444 SCRA 250 (2004); San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99 (2005); Yason v. Arciaga, 449 SCRA 458 (2005); Roberts v. Papio, 515 SCRA 346 (2007); Navarra v. Planters Dev. Bank, 527 SCRA 562 (2007); Republic v. Florendo, 549 SCRA 527 (2008). 10 9 4 LAW ON SALES When all three elements are present, there being a meeting of the minds, then a perfected contract of sale arises, and its validity is not affected by the fact that previously a ? ctitious deed of sale was executed by the parties,11 or by the fact of nonperformance of the obligations thereafter. Unfortunately, the Supreme Court has considered in a number of decisions that the resulting sale is â€Å"void† when some of the essential requisites are not present. 2 To the author, the more appropriate term to use when an essential element is not present at meeting of the mind is to declare a â€Å"no contract† situation. To illustrate, Dizon v. Court of Appeals,13 holds that all three elements of consent, subject matter and consideration must be present for a valid sale to exist; and that in a situation where any of the elements is no t present, â€Å"[t]there was no perfected contract of sale,†14 and that â€Å"the absence of any of these essential elements negates the existence of a perfected contract of sale,†15 rather than using the technical term â€Å"void. In Manila Container Corp. v. PNB,16 the Court held that absence of the concurrence of all the essential elements, the giving of earnest money cannot establish the existence of a perfected contract of sale. On the other hand, when all three elements are present, but there is defect or illegality constituting any of such elements, the resulting contract is either voidable when the defect constitutes a vitiation of consent, or void as mandated under Article 1409 of the Civil Code. Penalosa v. Santos, 363 SCRA 545 (2001). Mapalo v. Mapalo, 17 SCRA 114 (1966) and Rongavilla v. Court of Appeals, 294 SCRA 289 (1998), both consider the contract â€Å"void† even when they agreed that there was no meeting of the minds on the price stated in the underlying instrument of sale. Bagnas v. Court of Appeals, 176 SCRA 159 (1989), considers a simulated price or a nominal price to give rise to a â€Å"void† contract of sale. Cabotaje v. Pudunan, 436 SCRA 423 (2004), considers the lack of consent by the owner of the property to bring about a â€Å"void† sale. 13 302 SCRA 288 (1999). 14 Ibid, at p. 301. 15 Ibid, at p. 302. Reiterated in Firme v. Bukal Enterprises and Dev. Corp. , 414 SCRA 190 (2003). 16 511 SCRA 444 (2006). 2 11 NATURE OF SALE 5 4. Stages in the Life of Sale Strictly speaking, there are only two stages in the â€Å"life† of a contract of sale, i. e. , perfection and consummation, since it is only at perfection that sale as a contract begins to exist in the legal world. Until sale is perfected, it cannot serve as an independent source of obligation, nor as a binding juridical relation between the parties. 17 Nevertheless, the Supreme Court18 has considered the following to be the stages in the life of a sale: (a) POLICITACION, negotiation, or preparation stage; (b) PERFECTION, conception or â€Å"birth†; and (c) CONSUMMATION or â€Å"death. Policitacion or negotiation covers the period from the time the prospective contracting parties indicate their interests in the contract to the time the contract is perfected; perfection takes place upon the concurrence of the essential elements of the sale which are the meeting of the minds of the parties as to the object of the contract and upon the price; and consummation begins when the parties perform their respective undertaking under the contract of sale, culminating in the extinguishment thereof. 19 ESSENTIAL CHARACTERISTICS OF SALE Before dissecting sale as a contract, it would be useful to look at sale from a general point of view, by analyzing its essential characteristics. 17 Jovan Land, Inc. v. Court of Appeals, 268 SCRA 160, 164 (1997); Dizon v. Court of Appeals, 302 SCRA 288 (1999); Platinum Plans Phil. , Inc. v. Cucueco, 488 SCRA 156 (2006); Manila Metal Container Corp. v. PNB, 511 SCRA 444 (2006); Roberts v. Papio, 515 SCRA 346 (2007). 18 Ang Yu Asuncion v. Court of Appeals, 238 SCRA 602 (1994); Toyota Shaw, Inc. v. Court of Appeals, 244 SCRA 320 (1995); Limketkai Sons Milling, Inc. . Court of Appeals, 250 SCRA 523 (1995); Jovan Land, Inc. v. Court of Appeals, 268 SCRA 160 (1997); Province of Cebu v. Heirs of Ru? na Morales, 546 SCRA 315 (2008). 19 San Miguel Properties Philippines v. Huang, 336 SCRA 737, 743 (2000). 6 LAW ON SALES 1. Nominate and Principal Sale is a nominate contract since it has been given a particular name by law;20 more importantly, its nature and consequences are governed by a set of rules in the Civil Code, which euphemistically we refer to as the â€Å"Law on Sales. Sale is a principal contract, as contrasted from accessory or preparatory contracts, because it can stand on its own, and does not depend on another contract for its validity or existence; more importantly, that parties enter into sale to achieve within its essence the objectives of the transaction, and simply not in preparation for another contract. The â€Å"nominate and principal† characteristics of sale leads to the doctrine held by the Supreme Court that in determining the real character of the contract, the title given to it by the parties is not as signi? ant as its substance. 21 In one case,22 the Court held that in determining the nature of a contract, the courts look at the intent of the parties and not at the nomenclature used to describe it, and that pivotal to deciding such issue is the true aim and purpose of the contracting parties as shown by the terminology used in the c ovenant, as well as â€Å"by their conduct, words, actions and deeds prior to, during and immediately after executing the agreement. † In another case,23 the Court held that contracts are not de? ed by the parties thereto but by the principles of law; and that in determining the nature of a contract, the courts are not bound by the name or title given to it by the contracting parties. The other doctrinal signi? cance of the â€Å"nominate and principal† characteristics of sale is that all other contracts which have for their objective the transfer of ownership and delivery of possession of a determinate subject matter for a valuable consideration, are governed necessarily by the Law on Sales. 24 Art. 1458, Civil Code. Bowe v. Court of Appeals, 220 SCRA 158 (1993); Romero v. Court of Appeals, 250 SCRA 223 (1995); Santos v. Court of Appeals, 337 SCRA 67 (2000). 22 Lao v. Court of Appeals, 275 SCRA 237, 250 (1997). 23 Cavite Dev. Bank v. Lim, 324 SCRA 346 (2000). 24 In-depth discussions of this doctrinal signi? cance are found in Chapter 3. 21 20 NATURE OF SALE 7 2. Consensual Sale is consensual contract (as contrasted from solemn and real contracts), since it is perfected by mere consent, at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price. 25 Buenaventura v. Court of Appeals,26 held that a sale over a subject matter is not a real contract, but a consensual contract, which becomes a valid and binding contract upon the meeting of the minds as to the price. Once there is a meeting of the minds as to the price, the sale is valid, despite the manner of its actual payment, or even when there has been breach thereof. If the real price is not stated in the contract, then the sale is valid but subject to reformation; if there is no meeting of the minds as to the price, because the price stipulated is simulated, then the contract is void. 7 Under Article 1475 of the Civil Code, from the moment of perfection of the sale, the parties may reciprocally demand performance, even when the parties have not af? xed their signatures to the written form of such sale,28 but subject to the provisions of the law governing the form of contracts. 29 Consequently, the actual delivery of the subject matter or payment of the price agreed upon are not necessary compo nents to establish the existence of a valid sale;30 and their non25 Art. 1475, Civil Code. Balatbat v. Court of Appeals, 261 SCRA 128 (1996); Coronel v. Court of Appeals, 263 SCRA 15 (1996); Xentrex Automotive, Inc. . Court of Appeals, 291 SCRA 66 (1998); Laforteza v. Machuca, 333 SCRA 643 (2000); Londres v. Court of Appeals, 394 SCRA 133 (2002); San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99 (2005); Yason v. Arciaga, 449 SCRA 458 (2005); Ainza v. Padua, 462 SCRA 614 (2005); Cruz v. Fernando, 477 SCRA 173 (2005); Marnelgo v. Banco Filipino Savings and Mortgage Bank, 480 SCRA 399 (2006); MCC Industries Sales Corp. v. Ssanyong Corp. , 536 SCRA 408 (2007); Castillo v. Reyes, 539 SCRA 193 (2007); Roberts v. Papio, 515 SCRA 346 (2007). 26 416 SCRA 263 (2003). 27 Ibid, at p. 271, citing VILLANUEVA, PHILIPPINE LAW ON SALES, p. 4 (1998). 28 Gabelo v. Court of Appeals, 316 SCRA 386 (1999); Province of Cebu v. Heirs of Ru? na Morales, 546 SCRA 315 (2008). 29 Co v. Court of Appeals, 3 12 SCRA 528 (1999). Also City of Cebu v. Heirs of Candido Rubi, 306 SCRA 408 (1999); San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99 (2005). 30 Alcantara-Daus v. de Leon, 404 SCRA 74 (2003); Buenaventura v. Court of Appeals, 416 SCRA 263 (2003). 8 LAW ON SALES performance do not also invalidate or render â€Å"void† a sale that has began to exist as a valid contract at perfection; non-performance, merely becomes the legal basis for the remedies of either speci? performance or rescission, with damages in either case. 31 The binding effect of a deed of sale on the parties is based on the principle that the obligations arising therefrom have the force of law between them. 32 In Fule v. Court of Appeals,33 the Court summarized the doctrines pertaining to sale being a consensual contract, thus: A contract of sale is perfected at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price. 4 Being consensual, a contract o f sale has the force of law between the contracting parties and they are expected to abide in good faith by their respective contractual commitments. Article 1358 of the Civil Code which requires the embodiment of certain contracts in a public instrument, is only for convenience,35 and registration of the instrument only adversely affects third parties. 36 Formal requirements are, therefore, for the bene? t of third parties. Non-compliance therewith does not adversely affect the validity of the contract nor the contractual rights and obligations of the parties thereunder. 7 Since sale is a consensual contract, the party who alleges it must show its existence by competent proof, as well as of the 31 Gabelo v. Court of Appeals, 316 SCRA 386 (1999); Alcantara-Daus v. de Leon, 404 SCRA 74 (2003); Buenaventura v. Court of Appeals, 416 SCRA 263 (2003), citing this particular passage in VILLANUEVA, PHILIPPINE LAW ON SALES, p. 54 (1998). 32 Veterans Federation of the Philippines v. Court of Appeals, 345 SCRA 348 (2000). 33 286 SCRA 698 (1998). 34 Citing Art. 1475, Civil Code; Romero v. Court of Appeals, 250 SCRA 223 (1995). 35 Citing Aspi v. Court of Appeals, 236 SCRA 94 (1994). 36 Citing Olegario v. Court of Appeals, 238 SCRA 96 (1994). 37 286 SCRA 698, 712-713 (1998). Reiterated in Quijada v. Court of Appeals, 299 SCRA 695 (1998); Agasen v. Court of Appeals, 325 SCRA 504 (2000). NATURE OF SALE 9 essential elements thereof. 38 However, when all three elements of a sale are present, there being a meeting of the minds, then a perfected contract of sale arises, and its validity is not affected by the fact that previously a ? titious deed of sale was executed by the parties;39 and at that point the burden is on the other party to prove the contrary. 40 Despite the consensual character of a sale, under Article 1332 of the Civil Code, when one of the parties is unable to read, or if the contract is in a language not understood by him, and mistake or fraud is alleged, the person enforcing the contract must show that the terms thereof have been fully explained to the form er. 41 a. Modalities That Affect the Characteristic of Consensuality The consensual characteristic of sale can be affected by modalities that by stipulation may be added into the contractual relationship, such as a suspensive term or condition. Binan Steel Corp. v. Court of Appeals,42 reminds us that â€Å"even if consensual, not all contracts of sale become automatically and immediately effective. . . In sales with assumption of mortgage, the assumption of mortgage is a condition precedent to the seller’s consent and therefore, without approval of the mortgagee, the sale is not perfected. † On the other hand, National Housing Authority v. Grace Baptist Church,43 demonstrates clearly that even the delivery and taking possession of the subject matter by the buyer with the knowledge or consent of the seller, would not bring about the perfection and binding effect of the sale, when the meeting of the minds is incomplete, there being no agreement yet on the ? nal price. 38 Villanueva v. Court of Appeals, 267 SCRA 89 (1997); Roberts v. Papio, 515 SCRA 346 (2007). 39 Penalosa v. Santos, 363 SCRA 545 (2001). 40 Heirs of Ernesto Biona v. Court of Appeals, 362 SCRA 29 (2001). 41 Vda. de Ape v. Court of Appeals, 456 SCRA 193 (2005). 2 391 SCRA 90 (2002). 43 424 SCRA 147 (2004). 10 LAW ON SALES 3. Bilateral and Reciprocal Sale is a bilateral contract embodying reciprocal obligations, as distinguished from a unilateral contract, because it imposes obligations on both parties to the relationship,44 and whereby the obligation or promise of each party is the cause or consideration for the obligation or promise of the other. 45 Recipr ocal obligations are â€Å"those which arise from the same cause, and in which each party is a debtor and a creditor of the other, such that the obligation of one is dependent upon the obligation of the other. They are to be performed simultaneously such that the performance of one is conditioned upon the simultaneous ful? llment of the other. †46 The legal effects and consequences of sale being a bilateral contract composed of reciprocal obligations are as follows: (a) The power to rescind is implied, and such power need not be stipulated in the contract in order for the innocent party to invoke the remedy;47 (b) Neither party incurs delay if the other party does not comply, or is not ready to comply in a proper manner, with what is incumbent upon him;48 and (c) From the moment one of the parties ful? ls his obligation, the default by the other begins,49 without the need of prior demand. 50 Since both parties in a sale are bound by their respective obligations which are reciprocal in nature, then a party cannot Art. 1458, Civil Code; People v. Tan, 338 SCRA 330 (2000). Art. 1191, Civil Code; see also Vda. De Quirino v. Palarca, 29 SCRA 1 (1969). 46 Agro Conglomerates, Inc. v. Court of Appeals, 348 SCRA 450 (2000). See also Ong v. Court of Appeals, 310 SCRA 1 (1999); Mortel v. KASSCO, 348 SCRA 391 (2000); Carrascoso, Jr. v. Court of Appeals, 477 SCRA 666 (2005). See also Vda. De Quirino v. Palarca, 29 SCRA 1 (1969) as it pertains to an option contract. 47 Art. 1191, Civil Code. 48 Art. 1168, last paragraph, Civil Code; Almocera v. Ong, 546 SCRA 164 (2008). 49 Ibid. 50 Art. 1191, Civil Code. 45 44 NATURE OF SALE 11 simply choose not to proceed with the sale by offering also the other party not to be bound by his own obligation; that each party has the remedy of speci? c performance; and that rescission or resolution cannot be enforced by defaulting party upon the other party who is ready and willing to proceed with the ful? lment of his obligation. 51 Polytechnic University of the Philippines v. Court of Appeals,52 summed up the reciprocal and nominate nature of sale, thus: â€Å"It is therefore a general requisite for the existence of a valid and enforceable contract of sale that it be mutually obligatory, i. e. , there should be a concurrence of the promise of the vendor to sell a determinate thing and the promise of the vendee to receive and pay for the property so delivered and transferred. †53 Consequently, Carrascoso, Jr. . Court of Appeals,54 held that since a sale is constituted of reciprocal obligations, then â€Å"[t]he right of rescission of a party to an obligation under Article 1191 is predicated on a breach of faith by the other party who violates the reciprocity between them. † 4. Onerous Sale is an onerous contract, as distinguished from a gratuitous contract, because it imposes a valuable consideration as a prestation, which ideally is a price certain in money or its equivalent. 55 In Gaite v. Fonacier,56 the Court ruled that the stipulation in a contract of sale on the payment of the balance of the purchase price must be deemed to cover a suspensive period rather than a condition since â€Å"there can be no question that greater reciprocity obtains if the buyer’s obligation is deemed to be actually existing, with only its maturity (due date) postponed or deferred, than if such obligation were viewed as non-existing or not binding until 51 52 Almira v. Court of Appeals, 399 SCRA 351 (2003). 368 SCRA 691 (2001). 3 Ibid, at p. 705. 54 477 SCRA 666, 686 (2005). 55 Art. 1458, Civil Code. 56 2 SCRA 831 (1961). 12 LAW ON SALES the ore was sold. †57 The Court held that the rules of interpretation would incline the scales in favor of â€Å"the greater reciprocity of interests,† since sale is essentially an onerous contract. 5. Commutative Sale is a commutative contract, as distinguished from an aleatory contract, because a thing of value is exchanged for equal value, i. e. , ideally the value of the subject matter is equivalent to the price paid. Nevertheless, there is no requirement that the price be equal to the exact value of the subject matter; all that is required is for the seller to believe that what was received was of the commutative value of what he gave. 58 Again Gaite held that a sale is â€Å"normally commutative and onerous: not only does each one of the parties assume a correlative obligation (the seller to deliver and transfer ownership of the thing sold, and the buyer to pay the price), but each party anticipates performance by the other from the very start. 59 Gaite recognized that although in a sale â€Å"the obligation of one party can be lawfully subordinated to an uncertain event, so that the other understands that he assumes the risk of receiving nothing for what he gives (as in the case of a sale of hope or expectancy, emptio spei), it is not in the usual course of business to do so; hence, the contingent character of the obligation must clearly appear. 60 Gaite therefore acknowledged that obligation s in a sale can be subordinated to a suspensive condition with the party fully aware that â€Å"he assumes the risk of receiving nothing for what he gives,† although such stipulation may seem to be contrary to the commutative nature of a sale. This con? rms the view that although â€Å"commutativeness† is an essential characteristic of a sale, the test for compliance therewith is not objective but rather subjective; i. e. , so long as the party believes in all honesty that he is receiving good value for what he transferred, then it complies 57 58 Ibid, at p. 838. Buenaventura v. Court of Appeals, 416 SCRA 263 (2003). 59 2 SCRA 831, 837 (1961). 60 Ibid. NATURE OF SALE 13 with the commutative character of a sale, and would not be deemed a donation nor an aleatory contract. Take the example of a seller, selling his old car for only 5200,000. 00, when a more objective review of the prevailing market price for the particular model shows that its correct selling value would be 5500,000. 00. Under those circumstances, the contract perfected with the buyer would still be a sale, because by agreeing to receive a price of only 5200,000. 0, the seller believes honestly that he is receiving appropriate value for the car he is selling. Likewise, the consequences of negotiations and bargaining, such as being able to obtain a large discount, do not destroy the commutative nature of the sale, since in the end the test would be that the parties to the sale believe that they have each received the proper and appropriate value for what they eac h in turn gave up. However, the point of discussion pertaining to the subjective test of the commutative nature of sale cannot, and should not, be pushed to absurdity. Take a situation, where the same seller, knowing fully well that the going price for his car is 5200,000. 00, sells it for only 5100. 00 to the buyer. Even if the seller, is satis? ed in receiving only 5100. 00 for the car, the resulting contract, from a strictly legal standpoint, is not a sale, but more of a donation, and the law will presume that the underlying consideration must have been liberality. Therefore, the tax authorities may insist that the gift tax be paid on the transaction. This is all academic discussions, of course, since if no third party complains, the nature of the contract would never be at issue, and in all probability the contracting parties themselves would be bound by their characterization of the contract under the principle of estoppel. The subjective test of the commutative nature of sale is further bolstered by the principle that inadequacy of price does not affect ordinary sale. 61 Inadequacy of price may be a ground for setting aside an execution sale but is not a suf? cient ground for the cancellation of a voluntary contract of sale otherwise free 61 Arts. 355 and 1470, Civil Code; Ereneta v. Bezore, 54 SCRA 13 (1973). 14 LAW ON SALES from invalidating effects. 62 Inadequacy of price may show vice in consent, in which case the sale may be annulled, but such annulment is not for inadequacy of price, but rather for vitiation in consent. 63 Only recently Buenaventura v. Court of Appeals,64 held that: â€Å"Indeed, there is no requirement that the price be equal to the exact value of the subject matter of sale; all that sellers believed was that they received the commutative value of what they gave. All the respondents believed that they received the commutative value of what they gave. 65 6. Sale Is Title and Not Mode The perfection of a sale gives rise to the obligation on the part of the seller to transfer ownership and deliver possession of the subject matter; nevertheless, it would be delivery or tradition that is the mode to transfer ownership and possession to the buyer. Although in one case the Court de? ned a â€Å"sale† as a â€Å"contract transferring dominion and other real rights in the thing sold,†66 sale is merely title that creates the obligation on the part of the seller to transfer ownership and deliver possession, but on its own sale is not a mode that transfers ownership. 7 Thus, Alcantara-Daus v. de Leon,68 held that while a sale is perfected by mere consent, ownership of the thing sold is acquired only upon its delivery to the buyer. Upon the perfection of the sale, the seller assumes the obligation to transfer ownership and to deliver the thing sold, but the real right of ownership is transferred only â€Å"by tradition† or delivery thereof to the buyer. In Acap v. Court of Appeals,69 the Court held that an asserted right or claim to ownership, or a real right over a thing arising from Alarcon v. Kasilag, 40 O. G. Supp. 15, p. 203 (1940). Art. 1470, Civil Code. 4 416 SCRA 263 (2003). 65 Ibid, at p. 272. 66 Titong v. Court of Appeals, 287 SCRA 102 (1998). 67 Equatorial Realty Dev. , Inc. v. Mayfair Theater, Inc. , 370 SCRA 56 (2001); Alcantara-Daus v. de Leon, 404 SCRA 74 (2003). 68 404 SCRA 74 (2003). 69 251 SCRA 30, 38 (1995). 63 62 NATURE OF SALE 15 a juridical act, is not per se suf? cient to give rise to ownership over the thing; that right or title must be completed by ful? lling certain conditions imposed by law: â€Å"Hence, ownership and real rights are acquired only pursuant to a legal mode or process. While title (such as sale) is the juridical justi? ation, mode (like delivery) is the actual process of acquisition or transfer of ownership over a thing. † Acap held that the â€Å"Declaration of Heirship and Waiver of Rights† executed by the heirs waiving their inheritance rights in favor of a non-heir cannot be deemed a proper mode to affect title to the land involved because waiver of inheritance right can only be done in favor of another heir; whereas, it could not also be considered a sale contract because the document did not provide for the element of price, which is required for a valid sale under Article 1458 of the Civil Code. Manongsong v. Estimo,70 emphasized that once a sale has been duly perfected, its validity â€Å"cannot be challenged on the ground of the non-transfer of ownership of the property sold at that time of the perfection of the contract, since it is consummated upon delivery of the property to the vendee. It is through tradition or delivery that the buyer acquires ownership of the property sold. † Consequently, the proper remedy was not annulment, but rescission. Mode is the legal means by which dominion or ownership is created, transferred or destroyed (e. . , succession, donation, discovery, intellectual creation, etc. );71 title only constitutes the legal basis by which to affect dominion or ownership. Therefore, sale by itself does not transfer or affect ownership;72 the most that sale does is to create the obligation to transfer ownership; it is tradition or delivery, as a consequence of sale, that actually transfers ownership. 73 404 SCRA 683 (2003). Cited in San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99, 113 (2005). 72 Quoted or used verbatim in San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99, 113 (2005) without acknowledgment given to the author. 73 Equatorial Realty Dev. , Inc. v. Mayfair Theater, Inc. , 370 SCRA 56 (2001). The passage was quoted or used verbatim in San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99, 114 (2005) without acknowledgment given to the author. 71 70 16 LAW ON SALES The Roman Law concept of sale encompassing only the obligation of the seller to deliver the property is actually consistent with the treatment of sale as merely a title, and by its perfection does not affect the ownership nor effect the transfer thereof to the buyer. Since it is tradition or delivery as the mode by which ownership over the subject matter is transferred to the buyer, the Roman Law concept of mandating delivery of possession of the subject matter as the essence of the sale contract would be logical. This is in stark contrast to the common law concept that the perfection of a sale over a determinate subject matter which is ready for delivery would legally transfer ownership to the buyer, even when there has been no actual or constructive delivery thereof by the seller. SALE DISTINGUISHED FROM OTHER SIMILAR CONTRACTS The other manner by which to â€Å"recognize† a sale is to know how to differentiate it from other contracts which may happen to have some characteristics similar to sale. The other contracts by which clear distinctions had to be made by the Supreme Court involved basically obligations to transfer ownership and deliver possession of a subject matter. In determining the nature or essential characteristic of a contract purported to be a sale, the Court has held that the title given to it by the parties is not as