Notes on Security Over Personal Property

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

Maupassant’s Use of Setting in The Necklace Essay

In the story The Necklace, Guy De Maupassant uses the settings to further heighten the dramatic effect of the change in the character of Mathilde Loisel. At the various stages of Mathilde’s character’s transformation, the setting complements to reflect her actions and emotions. At the start of the story, Mathilde is depicted as having accepted her lot, knowing she has beauty but that her station in life granted her nothing more than a life married to a clerk. She still daydreams of luxurious parlors and exquisite food as she moves around her own home with its simple furniture. The Mathilde depicted here is a girl who still has fantasies of escaping her present situation, and Maupassant’s juxtaposition of the images of the lavish setting with the vestibules with Oriental trapestries and large parlors adorned with olden silk with Mathilde’s dreary reality of worn walls and abraded chairs strike a strong contrast between her desires and her inescapable circumstance. When Mathilde went to the party, she was changed – she became truly the girl that she was meant to be, desired and sought after, in a place she felt she belonged. Although Maupassant did not detail it, the reader can imagine extravagant ornaments, crystal chandeliers, and blatant affluence everywhere, lifting Mathilde’s spirits up as her dreams came true: that night she was Cinderella at the ball. But she knew it was a dream, because the other women had furs and she had wraps that spoke of her true station in life. And to bring her feet back on the ground, when she got back home – to the dreary place seemingly more dreary now after all the glamour of the mansion – she discovers she lost the necklace. Their home full of wanting etched its emptiness even more with the realization that she was missing something very valuable, something that was worth more than anything she has. And then, she comes to accept reality – she cannot afford the luxurious life, and because of her whims and fantasies she has cost them a fortune they did not have in the first place. To make up for her behavior, she threw herself to work – her pink nails scrubbed themselves hard in the kitchens where it was dirty with greasy pans and dark-bottomed pans. Here we see Mathilde’s descent – she came into terms with her social status and acted like it. She no longer fancied herself a woman out of place meant for better things, above the needy and the poor common people. They left their house and stayed at the attic; she went to the market and threw water on streets. In the kitchen, in the market, in the attic, she became one of them. And finally, when they have repaid all their debts because of the necklace, we find Mathilde walking at the Champs Elysà ©es for leisure after a week’s hard labor, triumphant because now she is a free woman. The Champs Elysà ©es is hailed the most beautiful avenue in the world, and it is only fitting that Mathilde meet her old friend here. She was no longer the beauty that she was, she was no longer desirable nor recognizable, but she gained a new beauty within: she was her own woman now, strengthened by hard life, and with a firm grasp of reality and newfound pride having paid her dues. And with that pride she went up to her old friend, the same moneyed lady from before. Mathilde stood out in the luxury of Champ Elysà ©es’s beauty, and yet momentarily we saw her transformed again because after all these years of hard work, it was still her foolishness and pride that cost her own beauty and charm. But more than anything, it felt that she belonged there amidst all that glory, because after working herself to that state of being one of the poor as she saw them, as one all her hard work has gained her the richness that she always dreamed of in her younger days.

A SWOT Analysis Of PTCL Systems

A SWOT Analysis Of PTCL Systems There is no skimpy competitor of PTCL in landline but with the growth of telecommunication business of Pakistan rivalry increasing specially in mobile phone sector. There are more then 800 million subscribers of cellular phone. There are 03 big players in mobile phone industry but 3 of them are the competitor of PTCL: Mobilink, Telenor, Warid Tel. Mobilink is the largest mobile phone company of Pakistan. Mobilink is currently having more then 31,958,597 users base which is the 36% of total cellular industry of Pakistan. Mobilink is basically challenging Ufone which is subsidiaries of PTCL. Telenor is another cell phone company it have 17,841,074 subscribers which is 20 % of total mobile industry. Warid Tel Waridtel is also providing cell phone services in Pakistan. Waridtel have more than 15,114,678 subscribers which are 17% of Pakistan mobile industry. NEW COMPETITORS Other than mobile Economic forces Social, cultural, demographic, and environmental forces Political, governmental and legal forces Technological forces Competitive forces etc Internal factors are; Marketing strength of firm Financial/Accounting resources Management Computer information system Production/operations etc Why SWOT analysis A SWOT Analysis is conducted by the company so that it is able to position itself to take advantage of particular opportunities in the environment and to avoid or minimize environmental threats. In doing so, the organization attempts to emphasize its strengths and moderate the impact of weaknesses. The analysis is also useful for uncovering strengths that have not been fully utilized and in identifying weaknesses that can be corrected. Matching information about the environment with the organization’s capabilities enables management to formulate realistic strategies for attaining its goals. Strengths A professional management is running PTCL. PTCL Management is continuously allocating funds for new technology, enhancing knowledge pool, acquiring profession ally skilled personnel and so many arrangements regarding meeting the requirements of rapidly changing environment. PTCL has the largest network coverage in the country including almost all the cities and their peripheries which others lack yet. The company has got a very vast and very strong infrastructure within the country based on the landline network

Human Resource Management Master Assignment Example | Topics and Well Written Essays - 2000 words

Human Resource Management Master - Assignment Example Another aspect of the selection that may raise expectations is an unintended consequence of its recruitment process. A rigorous recruitment process can have two unintended outcomes. If the recruitment is competitive, it can create a feeling that those who are selected are truly terrific and valued. It can help build a positive self-image if the on-the-job experiences confirm that feeling. It can set the recruits up for disillusionment, however, if their on-the-job experiences do not confirm the self-image created through the recruitment process; it can make them feel that they are not valued. Similarly, by focusing on expectations as a key component in the decision to join a particular organizational workplace, we come to know that when a person chooses between alternative jobs, the choice is affected by the degree to which desired outcomes are likely to be realised. These desired outcomes may be interesting and challenging work, autonomy, responsibility, importance of work, competent boss, and a certain level of salary. The Program creates expectations by advertising training opportunities, rotational assignments, career planning, quick promotions, access to high-level officials, and opportunities for networking as features of the internship. In addition, they are believed to have expectations about the amount of challenge, responsibility, participation, meaningfulness of work, and opportunities to make a difference. Conversely, they are more likely to leave if their expectations are not met. Expectations may be influenced by prior work experiences. Those who have littl e prior work experience may have a more idealized view of what work will be like, and therefore have more unrealistic expectations than those who have at least some work experience. The good point is that expectations may be more implicit than explicit. The interviews reveal vagueness about expectations; it seems not a frame of reference for many of the interviewees. They possess goals, hopes, or desires about what they want from their work experience but it they are not framed in terms of expectations. Expectancy theory may work best for those who clearly thought about what they wanted and weighed their alternatives and the probabilities of having the experiences they desired. The expectancy model also assumes that people behave rationally in situations where their expectations are not met. When confronted with unmet expectations, the rational response, according to the theory, is to seek new employment that will more likely meet their expectations. However, it appears that not all people seek new employment under those circumstances. None of the interviewees who expressed great dissatisfaction with their current jobs are actively seeking other employment. So, at this point the best HR department does is the analysis of expectations and make decisions of recruitment while analyse candidate's intentions and future plans. While critically analysing the do's and don'ts of a human resource in any organisation, assessment is aimed at determining what are working and what is not working and identifying resource gaps and redundancies. (2006a) Finding employees Recruiting today is taken a lot more seriously

Criminal law problem question Case Study Example | Topics and Well Written Essays - 1500 words

Criminal law problem question - Case Study Example . . so as the party wounded, or hurt, et cetera, die of the wound or hurt, et cetera, within a year and a day after the same." In order for Eve to have the actus reus required for murder or manslaughter in the events in question, she must have voluntarily and unlawfully committed an act or omission that caused, with no intervening act or event, the death of Brian, Fred and/or Ginger. Firstly, the act or omission of the accused must have been voluntary (Hill v Baxter). This means that the accused must be 'of sound memory'. For example, if the accused drives their car off the road and hits a pedestrian, killing them, during an epileptic fit, this would make the act involuntary, as the accused was not 'of sound memory'. An involuntary act is also one that is being forced upon the accused. For instance, if a loaded gun is being held to the head of the accused and the person wielding the gun threatens to shoot the accused if he or she does not perform the act, this act is involuntary. The voluntary act committed by the accused must also be unlawful. In the case of murder or manslaughter, justifiable homicide is one committed in self-defence or in the defence of another. Other justifiable homicides exist when the killing was committed in war or in the prevention of the commission of a crime (eg: a police officer shooting a bank robber). Therefore, the voluntary act must have been committed under none of the aforementioned justifiable situations. It needs to be done unlawfully. Most importantly, an act must have been committed. An act is a bodily movement, such as the exertion of energy or force that produces an effect. An act includes an omission in the case of manslaughter. However, an omission can only be considered as part of the actus reus if the accused owed a duty of care to the victim and breached that duty by failing to act. A duty of care may arise in the following cases - when the accused is the carer of a child or dependant; when the accused is the cause of the danger; when the accused has already assumed a responsibility of a duty of care; and, when the accused fails to get medical help. The voluntary, unlawful act must have caused the death of the victim. Causation is a necessary condition for any form of homicide. The element of causation can be deduced using the 'but for test' - 'But for' not having acted, the death would not have occurred (Smith v Hogan). However, the action or omission must not only have contributed to the death but must be a sufficiently substantial and operating cause and have not been interrupted by an intervening act by a third party or event (novus actus interveniens). A novus actus interveniens breaks the chain of causation. When the chain of causation is broken, the accused cannot be held accountable for the death of the victim. However, this novus actus interveniens must not be a reasonably foreseeable consequence of the initial act or omission of the accused. Any act or event which is a reasonably foreseeable consequence of the initial act or omission of the accused does not break the chain of causation. When the above mentioned elements of a crime are satisfied, this constitutes the actus reus for murder (except in the case of omission, when it can only be manslaughter). In the following cases, the victims Brian, Fred and Ginger, are all fatally injured in the course of events that implicate Eve for murder or manslaughter. Brian In order for Eve to have the

Becoming a master student Essay Example | Topics and Well Written Essays - 1750 words

Becoming a master student - Essay Example In fact, it is not what happens to us that becomes an experience, but rather, how we think about what happens to us. This way, thoughts progress eventually and become part of our growth. 2. Clarence Darrow, who had the reputation of being an excellent American lawyer and civil libertarian, feels that the power to think rests in the power to laugh. If you are unable to laugh, it means you create a situation where your thoughts are stifled by unnecessary stress. The positive energy of laughter creates an ambience for clear, proactive thoughts. People who are ill-tempered are also known to be thoughtless. On the other hand, those who are able to see the lighter side of life in everything emerge as true winners where the power of thoughts is the need of the hour. Moreover, a person with a sense of humour connects well with others, and her/his thoughts can very well be communicated to others quickly because of this. 3. Ralph Waldo Emerson, the American writer who led the Transcendentalist Movement in the mid 19th century, believes that the hardest task on earth is to think. There is a common misunderstanding that it is quite easy to ‘think’, but the truth remains that real thinking calls for intelligence and logical aptitude. Otherwise, one may end up acting thoughtlessly. It is not the quantity of thought, but its quality that matters ultimately. Anyone who is capable of using quality time thinking about something relevant is apt to come up with new perspectives n life, and in some cases, even solutions to the most difficult problems in life. None of the scientific inventions and historical discoveries could have materialized out of thoughtless endeavors. Thoughts are tough to materialize out of vacuum; it calls for dedicated work for a prolonged time. 4. Voltaire, the French philosopher and writer, reveals how those who think are excessively few in the world. And he adds that those who do not think set

King Lear by Shakespeare Essay Example | Topics and Well Written Essays - 1250 words

King Lear by Shakespeare - Essay Example Thesis Art helps the main characters to find the truth, understanding the meaning of friendship and love, and resist chaos and evil. In King Lear, the concept of art is based on binary opposition; good - evil, life - death, chaos - order. Using his techniques, Shakespeare 'teaches' the audience about good and bad, virtues and sins, social and immoral behavior. For instance, actions of Duke of Cornwall and Regandepict low morals of people who act in their own interests only forgetting about human virtues and goodness. Regansarcastically comments: "Which the most precious square of sense possesses, / And find I am alone felicitate / In your dear Highness' love" (Shakespeare 1999). Using binary opposition of good and evil, Shakespeare unveils consequences of selfishness and egoism, aggressiveness and low personal values of people. In opposition to Regan and Goneril, Shakespeare creates a character of Cordelia a loving and sympathetic daughter. The nonsensical action caused sufferings for many innocent people because of dishonor, falsehood, low moral values 'preached' by the society. Evil and sins ruin happiness and art seeing as a constructive force of happiness and love. In contras to her sisters Cordelia truly loves her father and cares about him: "O dear father, / It is thy business that I go about" (Shakespeare 1999). Without this opposition, the audience would be unable to see the differences and contrasts between good and evil nature. Following Eldridge (2003): "conceptual art are "at the service of the mind" in that they are intended to set up in an audience a line of thinking about a subject matter. Most literary works clearly undertake to describe an action, situation, or event" (25). These contrasts and oppositions help Shakespeare to create a story conflict and draw attention to contrasting elements and personal traits. For instance, Earl of Gloucester is a foil of King Lear who commits the same faults as Lear. For while deploying descriptive detail in the conventional realistic way to build up a rich and convincing impression of Earl of Gloucester and the world he creates, Shakespe are uses realism. In contrast to King Lear, Gloucester is not so powerful and stubborn. Gloucester says: "I desir'd their leave that I might pity him, they took from / me the use of mine own house, charg'd me on pain of perpetual/ displeasure neither to speak of him, entreat for him, nor sny / way sustain him" (Shakespeare 1999). Shakespeare compares and contrasts both rulers who suffer the burdens of rule. It is important to note that identifying something as art, then, is indispensable to artistic practices. That something is art signals how and even whether readers are to respond to it interpretively, aesthetically, and appreciatively. King Lear demonstrates that art is an important part of life because it leads to self-knowledge and self-development. What is particularly interesting in the plot of King Lear is its exceptionally broad psychological and sociological scope, involving characters from practically all bands of the dynamic spectrum and social classes. Eldridge (2003) comments: "A work

Modernizing Rulers in the Middle East Assignment

Modernizing Rulers in the Middle East - Assignment Example Ataturk was a well-known military man. His victories and losses defined his role as a leader. While Reza Shah was in the military, the people did not gain trust in him due to the lack of victories and losses in actual battle. Since Ataturk was respected more, he could implement the changes and secularization of his country. Reza Shah had to fight for secularization and eventually back down to the pressure from the Shi’ite faction. Although it might seem that Reza Shah was not as successful as Ataturk, the two men faced different problems. Ataturk unified Turkey as Turkish. Reza Shah had to deal with many different tribes, religious leaders, and other factions. Ataturk did not face the severe opposition as Reza Shah. Ataturk did face opposition; however he managed to unite the Turkish people with a sense of nationalism. Reza Shah did not inspire the same nationalism within his people. Ataturk created a government that would not be successor based. Reza Shah’s son succeeded his father. Ataturk’s government had a solid base of elections and fundamental principles. He wanted to create a government, but one that could go on without him. Reza Shah, on the other hand, wanted to create his own personal goals of government with him as the center. That was the main difference between the two men. Ataturk created a secular government that lasted, whereas Reza Shah created one that was not as

Human Development In The Glass Menagerie By Tennessee Williams Essay

Human Development In The Glass Menagerie By Tennessee Williams - Essay Example The play tries to justify that complete and happy families should have the support of the male’s household heads. Amanda’s family has no father as he abandoned them. They try to find the happiness they do not have and end up living in fear and neglects. Therefore, Tom takes the responsibility to take care of the family despite his small age. The new roles affect his psychological development. Tom’s parental duties at a tender age deprive him of his prime youth experience. Human development is a process, and everyone should enjoy every stage of his or her life thus, psychological mismatch evidence in Tom’s boredom in family issues. Glass Menagerie emphasizes roles of parents in child development. However, the play illustrates strictness and decision making on behalf of kids as positive attributes of a good mother. Amanda is strict on Tom and Laura. She expresses her desire for Laura to have a right date and asks for Tom’s assistance but quickly becomes angry that she dropped out of typing class because of shyness. In psychological perspectives, parents should understand the strengths and weaknesses of their children and help them to overcome the challenges. Amanda’s approach is worse and only serves to humiliate Laura. She also offers little assistance to enable Laura to overcome shyness. Amanda is a character who does not tolerate mistakes among her children. Thus, she engages in every aspect of their lives with the notion of providing the moral support. Nonetheless, she portrays qualities of a mother who is overprotective. Her approach is not a healthy approach to parenting because she provides little time for the Tom and Laura to explore the world and establish their desires. Her actions are evident when she asks Tom to introduce Laura to a friend. Jim disappoints Laura making Amanda yell at Tom. She is the cause of her daughter’s heartbreak, and reason Tom left their home (Bloom 72).

Applying MBTI to understand and resolve conflict Essay

Applying MBTI to understand and resolve conflict - Essay Example At the beginning of the project there were people who believed that we should have started the project then analysed it later depending on the outcome of our first trial. They proposed that if anything turned out wrong after the first trial, we could come up with ways to improve it in a second trial. There were others who wanted to brainstorm about the best way to go about the project before attempting to carry on with it. The project needed to be done in two shifts: night and day shift. Work was always being assigned randomly without due regard to the workers’ preferences, personalities and abilities. It was assumed by management that those who had lower abilities would catch up with their peers with time and had to be pushed towards greater performance and under tight supervision. The employees were not comfortable with the way duties and shifts were being assigned by the management. As a result of this many of the employees were arriving late or even completely failing to show up for work. On the other hand, others were performing their duties poorly due to lack of interest, low morale taking its toll on most workers. Instead of analyzing the situation as it was and listening to the employees, the management opted to fire some employees believing that this would be an example to other employees. The situation improved slightly owing to the fact that many employees did not want to lose their jobs. However, productivity remained low as the employees only exerted effort in the presence of their supervisors. In their absence, work was performed sluggishly unless it was going to earn the employee more cash during overtime. This presented a situation that demanded critical thinking. As the group leader I had to come up with a solution that everyone in the team was comfortable with. However, this was not a simple task especially after taking into account the fact that people had varying problems, sometimes

Working as a registered nurse Essay Example for Free

Working as a registered nurse Essay I have been working as a registered nurse in Tacoma, WA since 2011 and I have chosen to assess the community health of Pierce County. Tacoma is the county seat of Pierce County and the largest city in the county and third largest city in the state (US Census Bureau, 2014). Pierce County is located south of Seattle and is comprised of 1,679 sq. miles, many of which front the Puget Sound. Northern areas of the county are comprised of islands and peninsulas only accessible by bridges or boats. It also contains one of the nation’s national parks and the state’s tallest peak, Mount Rainier. The Park’s boundaries largely define the eastern border of the County and the White and Nisqually Rivers make up the North and South boundaries respectively. (Snob Hollow Designs, 2014) Population Economic Status Assessment Nearly 820,000 people call Pierce County home. It boasts a high population density with 481 people per sq. mile. Urban areas comprise 93 percent of the county. (City-Data, 2014) The median household income in 2013 was estimated to be close to $60,000 and 12 percent of residents are living below the poverty level. (US Census Bureau, 2014) Blacks and African Americans make up the majority of low-income people despite the fact that they comprise only 7 percent of the County population. The majority of residents (76.5 percent) are white, 10 percent are non-black Hispanics and 6 percent are Asians. The median resident age is 35 years and 12 percent of residents are 65 years or older. (University of Wisconsin Population Health Institute, 2014). More than a third of Pierce County children are eligible for free lunch benefits and 8.9 percent of residents are unemployed. As many as 16 percent of residents are uninsured despite a per capita personal health expenditure of $8,160 annually. Ten percent of those uninsured are children. What’s more, close to 6 percent of residents make less that $10,000/year. It’s estimated that 15 percent of residents are not able to see a health care provider when they need to because they can’t afford it. When they can afford to, primary  care providers (PCP) are in short supply and overworked. There are an estimated 1500 patients for every PCP in Pierce County. (University of Wisconsin Population Health Institute, 2014)Medicare is the primary payer of health care expenditures for 10 percent of County residents. (City-Data, 2014) Pierce County has some of the highest rates of obesity in the nation with a 31 percent obesity rate. This is despite the fact that nearly 80 percent of residents reported exercising in the previous month. (University of Wisconsin Population Health Institute, 2014)The County has numerous parks, hiking trails, walking paths and enjoys a temperate climate with little snow accumulation and mild summer temperatures. Poor nutrition is likely a key contributor with 16 percent of residents classified as food insecure. The County has the lowest access to healthy foods with 8 percent of people living in urban areas where the nearest grocery store is more than a mile from their home. Access to convenience stores is slightly better. (University of Wisconsin Population Health Institute, 2014). Neighborhood and Community Safety Any Pierce County resident can testify to smelling the â€Å"Aroma of Tacoma† on a regular basis. At various parts of the day, a pungent smell not unlike that of rotten eggs fills the air. The source of the stench is attributed to industries located at the Port of Tacoma, the forest industry, car exhaust, or the tidal changes on the Puget Sound. The extent of air pollution in the area is large. More than three quarters of county residents drive alone to work every day. Just 3 percent take public transportation. The County ranks 16th in counties reporting high carbon monoxide one hour concentration. It is among the dirtiest 10 percent of US counties for its release of water and carcinogens. Chief among these deadly chemicals is methanol and hydrochloric acid. (City-Data, 2014) (Good Guide, 2011) There are four Superfund Sites in the County that continue to cause contamination of drinking water. One of these sites is Commencement Bay, the hub of the Port of Tacoma, one of the world’s busiest ports. The biggest polluter in the area is the Simpson Tacoma Kraft Company, a forest product  company that prides itself on using â€Å"every part of the tree except its shadow.† (Simpson, 2014) Another well-known polluter and also a major area employer is the US Military. Superfund Sites exist at both McChord AFB and the US Army Fort Lewis Range. (Good Guide, 2011) Cultural Assessment For a personal perspective of life inside Pierce County I consulted with a colleague who works as a lactation consultant. She is a 50-year-old college-educated white female who also works as an instructor in a local vocational college. She reports that her cohort’s attitude toward aging is not altogether positive. She is beginning to feel the gradual decline in her body functions and says that she and others like her find it frustrating that their bodies don’t work as well as they did in their youth. That attitude of reluctance tends to affect how readily her peers seek assistance, especially if it means accepting the realities of aging. Some of the physical health problems common in her cohort involve vision, sleep apnea, joint pain, and decreased stamina. She states that individuals in her cohort tend to be individualistic and prefer their yards, both physically and metaphorically, to be fenced. This perspective crosses over to how children are parented with a high value placed on raising adults that are independent and self-sufficient. Her children have either graduated from college or are currently attending university. She considers financial independence a mark of adulthood. A ritual associated with adulthood is moving out of the family home and their own. One of the challenges she sees in her cohort is that of obtaining access to mental health care. A colleague recently lost her son to suicide after numerous attempts to help him gain access to care failed and he committed suicide. She feels that only those who are going to hurt others or hurt themselves are recipients of care in a broken system. Because so many are aching for help in the community and a greater awareness of the need, the result has been a reduced stigma associated with mental illness. Acknowledging that mental illness is far from being treated on plane with biological illness, she reports that the awareness of an individual’s lack  of control over what is a real disease is growing. Disaster Assessment and Planning The incredible amount of physical beauty present in Pierce County is also a source of danger to its residents. The area has been declared as a disaster area 19 times in recorded history. Most of these events were the result of severe storms that caused flooding, landslides, and mudslides. The area is situated on or near several tectonic plates giving it an earthquake risk that is 355 percent greater than the national average. In 2001, a magnitude 6.8 earthquake was centered just 10.8 miles from the city center and caused tens of thousands in damage. An earthquake centered even farther away could affect the county via a subsequent Tsunami. Coastline areas comprise many of the County’s industries, parks, and homes and could be destroyed by a tsunami’s tidal surge. Mt. Rainier frames many of Tacoma’s picturesque views but it is a volcano that could come back to life at any moment. Its last eruption is estimated to have occurred more than 150 years ago but a recent e ruption could cause massive downstream flooding in nearly the entire County. (City-Data, 2014) Disasters caused by flooding precipitated by a tsunami, volcanic eruption, or one of the areas many rainstorms could displace many residents from their homes and block access to urgent and chronic healthcare services. Sewage systems could be affected by the flooding as well as decrease access to clean water. A massive earthquake could destroy many of Tacoma’s older buildings, many of which were built in the early 1900s and well before any seismic construction rules went into effect. Falling objects from an earthquake and resulting fires could result in massive injuries in the short-term and damage to public infrastructure in the long-term. (Pierce County Department of Emergency Management, 2010) Many of the possible disasters that could strike the area do not have the luxury of advance warning. Severe storms may give as little as a day or two notice, tsunamis and flooding just a few hours. Many residents are unlikely to understand the severity of a disaster until they are in i ts midst. Because the residents lack the ability to prepare, The Pierce County Department of Emergency Management has five departments to deal with every day emergencies and  large-scale disasters. The services include emergency management, enhanced 9-1-1 services, fire prevention, radio communications and an urban search and rescue task force. The Department is working to enroll all residents in an emergency alert system via text. Area hospital employees also have an alert system that sends a text message to employees to report to duty in the event of an emergency. The enhanced 9-1-1 system automatically finds the street address for landline calls. The radio communications team works to ensure that radio remains active in the event cell towers fall during an earthquake or are damaged during severe flooding. Urban Search and Rescue can provide vital services in the event of an earthquake, mudslide, avalanche or abandoned mine collapse. (Pierce County Department of Emergency Management, 2010) Windshield Survey Housing The majority of housing options available in Tacoma are single-family detached homes. A housing boom in the 1990s resulted in many newer homes and apartment buildings in both high and poor-income areas. Housing density appears to be highest in high-income neighborhoods. Many homes in both areas have grassed front and back yards. Although the area was heavily wooded when settled in the 1890s, much of the native evergreen trees are gone. Tree replacement appears limited to higher-income areas and is limited to non-native deciduous trees. Housing in lower-income neighborhoods appears to be in fair to moderate repair. Very few homes in these areas have bars over windows or doors. (Patamia, 2015) Open Space In Tacoma, there appears to be a moderate amount of open space, especially considering it is an urban area. I saw a large strip of valuable waterfront in the Ruston area dedicated to a walking path and docks used for office space and dining. The jewel in the crown of the Tacoma Metropolitan Park System is Wright Park, a 27-acre parcel spanning more than 10 city blocks in the heart of the city that features an arboretum, lawn bowling, playgrounds, and a pond. In addition, Mt Rainier National Park has more than 235,000 acres of protected forestland and numerous State parks dot the County. All of these spaces are open for public use and park passes are enveloped as part of the residents’ vehicle tax. Boundaries The boundaries of the area are largely natural features like rivers and mountains. Neighborhoods begin and end without notification but poorer areas tend to have more chain link fences, fewer shopping areas, and homes that lack fresh paint and ornamental landscaping. Ironically, the most expensive homes in the county have roads that are either gravel or so unkempt that potholes dominate. Commons People in the county tended to congregate around grocery stores and the strip malls that surround them. I visited an upscale grocery store in the middle of the day and found parking difficult despite an ample lot. Areas surrounding the Port of Tacoma business district tend to always have a large amount of traffic, especially large trucks carrying containers to and from the ships docked in Commencement Bay. Transportation Pierce County, despite the low numbers of residents who use public transportation has numerous options for getting out of your car. Buses travel to every part of the county, even across the Tacoma Narrows Bridge to the Olympic Peninsula town of Gig Harbor. Residents can travel to Seattle using rail or bus. Residents enjoy the capability of attaching their bikes to city buses but since the area is very hilly and frequently rainy, few take advantage of the service. For all of its access capabilities in Tacoma, getting around in surrounding communities is difficult. Interstate 5 intersects the county, enabling easy access for Port of Tacoma traffic to Canada and the western states. Several state highways run through the community and many are currently undergoing expansive improvement projects. Long-term plans include expanding Seattle’s light rail into Tacoma but recent initiatives to expand inter-county bus services was voted down by residents. Service Centers One of the most impressive things about Pierce County is how new and beautiful its schools are. Around these areas, it’s easy to spot social service centers such as YMCAs or Community Healthcare Clinics. Even in the poorest areas of the County, I saw many dentist offices, parks with  playground facilities, and sidewalks. I drove by a newer looking middle school several times during my survey and always saw it occupied by students despite heavy rain. Stores Commercial areas in the county appear to be centered on large chain grocery stores. There are few non-chain, independent dining options and those that are tend to offer high-calorie, high-fat options like hamburgers and milkshakes. I did not see any signs advertising farmers markets but there were more than a few community gardens where residents could grow their own fruits and vegetables. I was also impressed by how few grocery stores there were outside of major shopping areas and how far even the wealthiest had to travel to buy food. In more than one area, there were several grocery stores in close proximity to each other. People Out and About I saw several people walking around the County during my survey but all of them appeared to be walking for exercise and leisure, not for transportation. Almost all of these walkers were white and non-obese. A majority of those I saw were wearing Seahawk jerseys and/or colors. It was so persuasive that I felt out of place with an orange sweatshirt. Dogs accompanied many of the walkers and every dog was leashed. Signs of Community Vibrancy The Pierce County Community is very diverse but in nearly every area I traveled, I saw signs of vibrancy evidenced by hanging flower baskets, children playing outside, areas of preserved natural beauty, easy access to healthcare, and a lack of abandoned homes, stray animals, or countless homeless people. Race/Ethnicity Given that nearly three-quarters of Pierce County residents are white, its not surprising to see mostly white people in the County. Surprisingly, there are two major Indian Reservations, the Nisqually and Puyallup, inside Pierce County yet less than 2 percent of residents are Native American. Most of the County looks and feels American with few ethnic grocery stores or signs in a language other than English. Areas where whites live tend to be predominantly white but areas with larger populations of Blacks, Asians, and  Hispanics are well integrated. In one strip mall, there was a Mexican taqueria next door to an Asian grocery store. Religion While only 30 percent of Pierce County residents report being affiliated with a religious congregation, nearly half of them are non-denominational Christian churches. A third of residents report an affiliation with a Roman Catholic Church. I saw many more churches in the less affluent areas of the County than I did in wealthy ones. I also saw one Buddhist temple and Muslim Mosque. Health There are 10 hospitals serving Pierce County the largest of which is Tacoma General Hospital that has more than 400 beds and a level II trauma center. A few blocks away with the area’s second level II trauma center and a level III NICU is St Joseph Medical Center with 367 beds. Signs of homelessness are slightly invisible in Pierce County and tend to be clustered around area shelters or service providers such as the Union Gospel Mission and the YWCA. It’s estimated that 2,000 people including children are homeless on any given night in Tacoma. One of the area hospitals, Western State Hospital, provides services exclusively to the mentally ill but the lack of services to the homeless and mentally ill is striking. There are an estimated 368 mentally ill people for every mental health provider in Pierce County. Top performing counties have 521 providers per patient. The State ranks 49th in number of available psychiatric beds and several agencies have recently closed their doors or decreased services due to the economic turn down. (League of Women Voters Pierce County, 2013) (Good Guide, 2011) Forty percent of female tenth-grade children are classified as depressed. The Tacoma Pierce County Health Department lists mental health as its #1 priority in the coming years. Politics I toured the area in January when the nearest election was months or years away. Cars I viewed had a mix of bumper stickers that indicated the metropolitan area voted for Obama in the previous presidential election, supports the legalization of marijuana, and is a fan of the Seattle Seahawks. Media No matter the area, evidence of satellite dishes was seen on nearly every home. I did not see any newspaper boxes around area stores. It seems that the primary form of communication medium is through television and the Internet. Television stations accessed by residents are primarily in English but there are two stations that are exclusively in Spanish. Physical Environment As mentioned previously, Pierce County is a very beautiful place with views of mountains, water, dense forest, and even a volcano visible from nearly every corner of the County. During my survey, I even viewed a pair of bald eagles playing over the Puget Sound. The areas around the Port of Tacoma and the two Indian reservations tend to be the least attractive areas of the city where billboards for nearby tribal-run casinos predominate the landscape. Scavenger Hunt Women, Infants, and Children (WIC) WIC is a nutrition program that helps ensure that pregnant women, nursing moms and children under five have access to healthy foods. They also provide health education and breastfeeding support including peer counselors. Women who use WIC get money to purchase fresh fruit and vegetables, milk, cheese, whole grain breads and tortillas. They also ensure that children are vaccinated and stay on recommended growth curves. A family of four is eligible for WIC benefits if they have an annual income equal or less than $43,000. Accessing the services requires visiting a WIC location, which are located on major bus routes near hospitals, health clinics, or in tribal offices. There are more than 15 WIC locations in the county and offer services in English, Spanish, Vietnamese, Korean, Russian, Tagalog, and Cambodian. (Tacoma Pierce County Health Department, 2015) YMCA The YMCA of Pierce and Kitsap Counties offer a variety of services including seven healthy living centers, a summer camp and more than 70 child care sites. Their mission is to offer programs that â€Å"build a healthy spirit, mind and body for all.† (YMCA of Pierce and Kitsap Counties, 2014) Monthly fees that are based on household income support membership and financial aid is  available. There are steep discounts for members of the military and their families. The variety of services available at the healthy living center is broad. Members of the Tacoma facility take piano lessons, learn how to box, and enjoy an indoor pool. Family Renewal Shelter There are 16 different resources for those dealing with domestic violence in Pierce County. Among them is the Family Renewal Shelter. They provide emergency services by way of confidential shelters, self-defense classes, spiritual support, and pet therapy. They also offer help with access to vehicles, educational scholarships, and relocation. Support for the organization comes from private donations from individuals, foundations, businesses, and churches. Access to services is via the organization’s 24-hour crisis line. Information about domestic violence is available on the organization’s website including a button that allows a user to leave the site quickly and eliminate a computer trail. (Family Renewal Shelter, 2014) National Alliance on Mental Illness – Pierce County The purpose of NAMI is to support people and those who love them with the challenges of mental illness. Members are people whose lives have been touched by mental illness and can share resources, lessons learned, and empathy with one another. They also advocate for change on local and legislative issues. Support group meeting occur three times a week and are located in a local Episcopal Church. They are free to attend. NAMI Walks occur several times a year and help to reduce the stigma of mental health and expand services, especially in education of mental health issues with police, fire and other first responders. (NAMI Pierce County, 2015) Planned Parenthood A group of community volunteers opened the first Planned Parenthood clinic in Tacoma in 1972 to address concerns about high rates of teen pregnancy and sexually transmitted infections. The organization believes that everyone has the right to choose whether and when to get pregnant and works to prevent unwanted pregnancies. They rely heavily of individual donor support to provide basic low-cost health care, adoption planning, vasectomy services, and fitting for menstrual cups. They also provide abortion services and are  frequented by protestors. (PPGNW, 2015) Tacoma Rescue Mission There are more than 36 homeless shelters in Tacoma offering everything from emergency shelter, transitional housing, and assisted housing for people dealing with domestic violence, drug addiction, and sexual trafficking. They are a Christian organization funded by the United Way of Pierce County and the cities of Lakewood and Tacoma in addition to funding from Pierce County itself. They report that they provide shelter to more than 400 people nightly and provide food for 26,000 people who have no other access to food. They work to help people overcome drug and alcohol addiction with rehabilitation serves, educational assistance and case management. (Tacoma Rescue Mission, 2015) Interpretation of Collected Data Epidemiology examines how health status or health events are distributed across a community and what determines it. The preceding examples give a broad stroke painting of health in Pierce County. Overall, the birth rate (15 per 1000) exceeds the death rate (7.3 per 1000) in Pierce County and the infant mortality rate (6.5 per 100,000) is in line with the national average (6.15 per 1000). (City-Data, 2014) Pierce County offers many assets that empower the health of its residents. Among these are a large population of college-educated people with 90 percent of adults 25 years and older completing at least high school or obtaining a GED. Although 8 percent of residents are foreign born, more than 80 percent of these report speaking English fluently. The people of Pierce County have access to nature and local foods, including the nation’s largest crop of rhubarb. Strong faith communities with social outreach programs help neighbors in need. The community brims with people who are largely open-minded and access complementary care such as massage, acupuncture, and chiropractic adjustments is common. (Tacoma Pierce County Health Department, 2014) Community Diagnosis In my analysis of the data collected, it appears that Pierce County’s top three problems are access to mental health services, high rates of obesity, and access to quality health care. Access to mental health services A community that is mentally healthy is productive, enjoys fulfilling relationships with others in the community and is resilient through life’s challenges. Without it, even the healthiest body can fall into disrepair quickly. It’s no wonder then that mental illness is one of the most common causes of disability. The National Institute of Mental Health estimates that as many as one in every 17 people has a seriously debilitating mental illness. The good news is that mental, emotional, and behavioral disorders can be prevented. We know more about how the brain functions than ever before and current research indicates that greatest opportunity to prevent illness is to get people into treatment early and often. (Healthy People 2020, 2015) With Washington State’s dismal rankings in the availability of psychiatric beds and the high patient load of mental health care providers in the County, there is much work to be done. Healthy People 2020 goals state that 87 percent of primary care facilities should provide mental health treatment onsite or by paid referral. This goal represents a 10 percent improvement over the baseline rate of 79 percent in 2006. (Healthy People 2020, 2015) High rates of obesity Pierce County’s high rate of obesity is well above the national average and may be attributed to large number of food deserts, especially in urban areas. People who have healthy weights and access to fresh foods have lower rates of chronic disease and a higher quality of life. Addressing obesity is complex, however, and requires a multi-faceted approach. As with mental health, the most powerful interventions are aimed at prevention. According to Healthy People 2020, more than 10.4 percent of children ages two to five were considered obese in 2008. The 2020 goal is to reduce that number to 9.4 percent. (Healthy People 2020, 2015)One of the most cost effective ways to achieve that goal is to increase the number of children who are breastfed. A history of breastfeeding, especially exclusive breast milk feeding for the first six months, is associated with an estimated 40 percent reduction in childhood obesity. (AHRQ, 2009) Unfortunately, just  14.1 percent of infants born in 2006 achieved this. Healthy People 2020’s target is 25.5 percent. (Healthy People 2020, 2015) Access to quality healthcare Optimal health is not a state achieved without support, education and intervention. Ensuring that Pierce County residents get the help they need when they need it is a big part of preventing chronic disease, improving quality of life, and preventing unnecessary death. Some of the reasons people do not see a health care provider are they can’t find one, they can’t afford it, or they don’t have insurance coverage. The most recent data suggests that as many as 16 percent of County residents do not have health insurance. (Good Guide, 2011) According to Healthy People 2020, the national average is slightly higher at 16.8 percent. The objective is an ambitious one with 100 percent of individuals covered by private insurance or Medicaid/Medicare by 2020. (Healthy People 2020, 2015) According to Washington State’s Department of Public Health, there are approximately 543 providers in Pierce County including doctors, ARNPs, CNMs, and PAs. A little more than half of them report that they are accepting new Medicaid and Medicare patients. (Washington State Department of Public Health, 2011) Interestingly, Healthy People 2020 has yet to define specific goals for increasing the number of practicing providers in all areas. (Healthy People 2020, 2015) Primary Prevention Topic When John Snow, the â€Å"father of epidemiology,† was investigating cholera outbreaks in mid-nineteenth century London, the chief cause of unnecessary death was communicable disease. Today, chronic disease that damages the heart, pancreas, and lungs are more likely to kill than bacteria. A large contributor to hypertension, diabetes, and heart failure is obesity. In a society obsessed with weight loss and thinness, obesity rates in adults and even children are growing. Just as John Snow found the source of the disease that was claiming lives in his community, we must also find the source but it is unlikely to be in a solitary water pump in the middle of the city. Preventing obesity appears to be a life-long task best started at birth. The data demonstrate that increasing breastfeeding rates is a powerful tool in decreasing childhood obesity. Breastfeeding rates for older, educated and more affluent women are already at Healthy People 2020 targets but women who are young, have low levels of education and who are poor are more likely to never breastfeed and are extremely unlikely to continue to do so for six months. (Grummer-Strawn, Scanlon, Darling, Conrey, 2004) An organization in the community that helps low-income women establish and maintain breastfeeding is the Women, Infants, and Children Program. A team of peer counselors who have themselves struggled with issues common to low-income breastfeeding women including pumping in the workplace help new moms navigate a difficult terrain and provide their children with the best start in life. Area hospital-based birth centers are working toward or have already achieved certification as a Baby Friendly Hospital. This designation indicates that the facility employs evidence-based practice that lead to dramatic increases in breastfeeding rates. (DiGirolamo, Grummer-Strawn, Fein, 2008) Given that the problem of obesity is large in Pierce County, the rewards for reducing it great, and the interventions that are most likely to help are known and inexpensive, I am focusing my primary prevention topic on promoting breastfeeding as a means to reduce obesity in Pierce County. Bibliography AHRQ. (2009). Breastfeeding, Maternal Infant Health Outcomes. 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Retrieved January 18, 2015, from National Alliance for the Mentally Ill Pierce County: http://www.lwvwa.org/tacoma/pdfs/Mental%20Health%20Report%20from%20November%202013%20Unit%20Meetings%20%205%20pgs.pdf NAMI Pierce County. (2015). Welcome to the NAMI of Pierce County Web Site. Retrieved January 21, 2015, from NAMI Pierce County: http://www.namipierce.org/ Patamia, K. (2015, January 16). Windshield Survey of Pierce County. (K. Patamia, Interviewer) Pierce County Department of Emergency Management. (2010). Hazard Identification and Risk Assessment. Retrieved January 17, 2015, from Pierce County Emergency Management: http://www.co.pierce.wa.us/DocumentCenter/View/7032 PPGNW. (2015). Who We Are. Retrieved January 21, 2015, from Planned Parenthood of the Great Northwest: http://www.plannedparenthood.org/planned-parenthood-great-northwest/who-we-are Simpson. (2014). Environment. Retrieved January 17, 2015, from Simpson Company: http://www.simpson.com/Environment.aspx Snob Hollow Designs. (2014). County Maps of Washington. Retrieved January 17, 2014, from County Maps of Washington: http://www.countymapsofwashington.com/pierce.shtml Tacoma Pierce County Health Department. (2015). Nutrition Program for Women, Infants and Children. Retrieved January 21, 2015, from Health and Wellness: http://www.tpchd.org/health-wellness-1/wic-nutrition-program/ Tacoma Pierce County Health Department. (2014, August). Pierce County Community Health Improvement Plan. Retrieved January 15, 2015, from Pierce County Community Health Improvement Plan: http://www.tpchd.org/files/library/474287fe72cf69af.pdf Tacoma Rescue Mission. (2015). Rescue Mission. Retrieved January 21, 2015, from About Us: http://www.rescue-mission.org/aboutus University of Wisconsin Population Health Institute. (2014). County Health Rankings and Roadmaps. Retrieved January 17, 2014, from Washington Pierce County: http://www.countyhealthrankings.org/app/washington/2014/rankings/pierce/county/outcomes/overall/snapshot US Census Bureau. (2014, December 4). State and County Quick Facts. Retrieved January 16, 2013, from United States Census Bureau: http://quickfacts.census.gov/qfd/states/53/53053.html Washington State Department of Public Health. (2011, July). Primary Care Provider Survey: Pierce County. Retrieved January 22, 2015, from Office of Community Health Systems: http://www.doh.wa.gov/Portals/1/Documents/Pubs/689048.pdf YMCA of Pierce and Kitsap Counties. (2014). About Us. Retrieved January 21, 2015, from YMCA of Pierce and Kitsap Counties: http://www.ymcapkc.org/about-us/