Literature Review on Customer Relationship Essay Example for Free

Literature Review on Customer Relationship Essay The hospitality industry is a broad category of fields within the service industry that includes lodging, restaurants, event planning, theme parks, transportation, cruise line, and additional fields within the tourism industry. The hospitality industry is a several billion dollar industry that mostly depends on the availability of leisure time and disposable income. â€Å"CRM†, or Customer Relationship Management, is one of the most important topics in the business world. Its attributes and consequences cannot be disaffirmed. Without proper customer relationship management, there is no way you can build interest and acquire and retain customers to the business, in order to be profitable. CRM features an embryonic reputation and it is getting among the most popular educational as well as useful subjects in the industrial area. Due to the competing atmosphere, it has turn into a niche with regard to a company’s overall performance. Still there is certainly restricted investigation which shows the relationship between CRM and hotels’ overall performance. Consequently this particular research is a try to give a worth conceptual model which describes the actual speculative linkages between CRM and hotel’s performance. This particular research just not explains the connection among CRM and hotel performance, but in addition describes the actual mediation part of promoting/marketing abilities in the relationship. â€Å"CRM is never done, it is an ongoing effort.† The essence of a customer-focused environment is a preliminary indication of how the hotel industry can truly benefit from a strategic and focused approach to CRM. Hotel companies have in evidence had recourse to elements of CRM for a variety of strategic and tactical reasons. It is argued that the success of a strategy depends not only on the ability of a company to identify and understand what its target customers genuinely need and want, but also on the companys ability to deliver enhanced value in terms of these specific needs and wants (Diana Luck and Geoff Lancaster ,2013). In order to remain competitive, hospitality and tourism companies must adopt the knowledge management approach (Ruhanen Cooper, 2004). As customers become more experienced at finding the best deals for hotels, restaurants, travel agencies, and tourist destinations, the hospitality and tourism organizations face increasingly intense worldwide competition. Considering  the severe competition and the nature of the industry, employees and managers have to acquire more knowledge, in order to consistently provide the best deals and service to customers. What is more, customers’ preferences can be various and changeable, requiring employees and managers to understand the changes and continue to provide the best experience (Hallin Marnburg, 2008). However, the question often posed is: What kind of knowledge should be obtained in order to gain competitive advantage (Ruhanen Cooper, 2004). One of the basic and most common sources of failure for CRM implementations is a missing customer strategy â€Å"as the creation of a unique and valuable position involving a different set of activities†. A robust customer strategy is based on customer segmentation is one of the first steps necessary when implementing a sound CRM solution (Gillies et al.2002). Human beings have had the urge to select and choose what to them can satisfy their desires since creation and will continue to have this desire because of their changing nature. This tendency makes them explore what to them is the best in terms of quality when purchasing, especially in the area of service consumption. This is supported by Palmer’s assertion that: â€Å"customers have always been concerned about quality and that the proliferation of competitive market for a lot of services has also made customers become more selective in the services they choose†. This attitude means that service providers must be innovative in their service provision and delivery. The Hotel Industry is also experiencing increased globalization, competition, higher customer turnover, growing customer acquisition costs and rising customer expectations, meaning that hotels’ performance and competitiveness is significantly dependent on their ability to satisfy customers efficiently and effectively. To enhance profitability and guest loyalty, hotels must nowadays focus on implementing Customer Relationship Management (CRM) strategies/techniques that aim to seek, gather and store the right information, validate and share it throughout the entire organization and then use it throughout all organizational levels for creating personalized and unique guests’ experiences (Nana Yaw Asabere and Vida Doku, IJAIEM, Volume 2, Issue 3, March 2013). To retain customers, the relationship with customers has to be managed in a long-term and trusting manner for mutual benefits. Thus, the adoption of CRM should enhance the hotels’ performance through increasing customer satisfaction and loyalty, declining customer acquisition costs and increasing profitability by customers who are willing to pay a premium for better services (Piccoli et al., 2003). Although CRM is imperative for organizational survival, its implementation has resulted in mixed outcomes (King and Burgess, 2008), which is customer oriented believing that customer loyalty increases organization’s profitability. Therefore, Performance is improved since CRM involves the ongoing process development of market intelligence for building and maintaining a profit-maximizing portfolio of customer relationship (see Zablah et al., 2004). Thus, the hotels are expected to use strategy that focused on customers in order to sustain their competitive advantage. For these hotels, the use of the financial measures is not only short-term oriented but also inadequate to capture the customer perspective of performance (Kaplan and Norton, 1996). Customer-related performance measures are therefore needed to quantify customer relationships (Shoemaker and Lewis, 1999) and to differentiate customers who are worthy of the CRM efforts (Noone et al., 2003). All participating hotels have practices in place to manage customer relationships. The most commonly cited goal for CRM is guest retention. Evaluation and control are perceived as very important activities not only to create value for the customers, but also to track the performance of the guest contact departments and the customers evaluations of the hotel/restaurant experiences (Ada S. Lo, Hong Kong, 2010). Freeland (2002) suggests that organization must address four critical strategies and understand the key interplay with them: * Identifying the customer * Selecting the most appropriate channel to reach the customer * Receiving the effects on the brands value * Determining the most appropriate CRM capabilities (Wolfgang Emperger, 2004) The use of a Customer Relationship Management (CRM) application to create a business strategy is an excellent way to increase customer loyalty and customer retention. By personalizing a customers stay, a hotel can ensure that customers will come back again and again simply by remembering their favorite beverage, pillow or other preferred amenity (Nick Nikolis, Article Source: http://EzineArticles.com/2066799).

Distinguishing A Sentence From An Utterance

Distinguishing A Sentence From An Utterance A sentence is a grammatically complete string of words expressing a complete thought. It can be written or spoken. A sentence can include words grouped meaningfully to express a statement, question, exclamation, request or command. It is neither a physical event nor a physical object. Examples: I am a student. The world is my home. An utterance is the use of any piece of language by a particular speaker on a particular situation. It can be in the form of a sequence of sentences, a single clause, a single phrase, or just a single word. Linguists sometimes use utterance to simply refer to a unit of speech under study.Examples: Tina visits her niece and meets a new friend .Tina :Hi. Hello, how are you John. To differentiate utterance and sentence, we usually use quotation mark (à ¢Ã¢â€š ¬Ã‚ ¦.) in written form of utterance. For example, a piece of utterance that is spoken by certain person Im a student. Decide whether each pair of sentences below has the same or different propositional content. If they have the same propositional content, identify the proposition that they both share. a. Can John have some cake? John has some cake same propositional content : John having some cake b. Take out the garbage you will take out the garbage same propositional content: taking out the garbage c. Can you pass the salt The salt shaker is nearly empty different propositional content The characteristics of an utterance are: à ¢Ã¢â€š ¬Ã‚ ¢It is spoken and can be loud or quiet à ¢Ã¢â€š ¬Ã‚ ¢Can be true or false à ¢Ã¢â€š ¬Ã‚ ¢Physical event à ¢Ã¢â€š ¬Ã‚ ¢May be grammatical or not à ¢Ã¢â€š ¬Ã‚ ¢Meaningful or meaningless à ¢Ã¢â€š ¬Ã‚ ¢By specific person (in particular accent) à ¢Ã¢â€š ¬Ã‚ ¢By specific time or on particular occasion à ¢Ã¢â€š ¬Ã‚ ¢A piece of language (a single phrase or even a single word) Explain these terms and concepts and give an example of each: Speech acts : A speech act is an utterance that constitutes some act in addition to the mere act of uttering. It serves a function in communication.. We perform speech acts when we make an apology, greeting, request, complaint, invitation, compliment, etc. A speech act might contain just one word, as in Sorry! or several words or sentences: Im sorry I forgot your birthday. I just dont know how it happened. Examples: Request: Could you open the window, please? Performative utterance : a type of statement we make using the right words, with the right intention, and in the right context in order to perform an action. It is an utterance that peforms an act by the fact of its being uttered under certain circumstances. When a person makes a performative utterance, that person is performing an action .For example, a person can give a name to a new puppy by stating aloud, I name this puppy Rita ; or as when you say I promise, thus performing the act of promising ; or a teacher could assign his class homework by simply stating, I assign you pages 67-68 in Gateway 2 as homework. Constative utterance : Is an utterance which states, reports, or describes facts in the world. It is a statement of facts that can be judged as true or false. Constative utterances are contrasted with performative utterances, which have a similar linguistic structure but do not issue true or false statements about the world. Examples: Shakespeare died in 1956 ; The cat is on the mat. ; or the utterance John is running, which depends for its truth or falsity on whether it is the case that John is running Act of assertion : To assert is to state with force. So if someone makes an assertion, theyre not just trying out an idea they really mean it. An assertion is a speech act in which something is claimed to be true. It refers to the act of affirming or asserting or stating something. An ACT of ASSERTION is carried out when a speaker utters a declarative sentence (which can be either true or false), and undertakes a certain responsibility, or commitment, to the hearer, that a particular state ofaffairs, or situation, exists in the world. Examples: Jenny got an A on the test ; or there is a traffic jam on Hassan I bridge In Sale at 08:00 a.m Performative verb : They are the type of verbs used to make performative utterances. They describe actions carried out by speakers. Examples are: promise, name, bet, agree, swear, declare, order, predict, warn, insist, declare refuse ,etc. 5. For each of the following utterances state one or two purposes that the speaker may have had in mind when uttering them. a The car is dirty. : to complain about the state of the car ; to request from someone to clean the car b Is it right to allow skateboarding on our sidewalks? : to disapprove of skateboarding; to request banning skateboarding c Look at the mess you just made! : to order someone to tidy up the place ; to complain about the mess d Some of the pages have been torn out. : to apologize to someone about the damage ; to complain about the damage. 6. Try to identify the kind(s) of acts mentioned in your answer to question 5 above (such as warning, requesting, ordering, complaining, apologizing, etc.). See the above answers 7. Identify whether the following utterances are performative or constative. If an utterance is performative, describe the act being performed, as well as the act being described. a I order you to pay the bill. : performative : the speaker is performing the act of ordering the listener to pay the bill b I pronounce you man and wife. : performative: used in the course of a marriage ceremony. the act performed is making a couple legally married. c I promise to drop by tomorrow. : performative : the speaker is performing the act of promising to visit. d The minister pronounced them man and wife. : constative e I promised to drop by tomorrow. : constative : the verb should be in the present f I sweep the floor every Tuesday. : constative g I believe you were wrong. : constative 8. Identify which of the following is a performative verb and use it in a sentence as a performative. Use the hereby test to help you make your decision. Think of three additional performative verbs not listed here, and also use them performatively in a sentence. a. declare : performative : I hereby declare war against our enemy. b. warn : performative : I hereby warn you to go inside. c. think : d. promise : performative : I hereby promise to buy you some ice cream. e. write : f. approve (to OK something): performative: I hereby approve the report, so you can send it g. remind : performative : I hereby remind you to turn your cell phones off. h. consider : More performative verbs: Apologize: I apologize for my behaviour Sentence: We hereby sentence you to 10 years in prison Order : I hereby order you to shut up Advise: I advise you to keep up the payments on your car 9. Performative verbs follow certain conventions.What are they? Are there exceptions? Give an example or two of each. Some conventions of performative verbs are: Performative verbs are verbs that describe actions carried out by speakers. They are used in 1st person singular, present (nonprogressive), indicative, active. They can be combined with hereby Exceptions: You are hereby forbidden smoke here (exception, because performative, but with a 2nd person subject) We thank you for your services (exception,because performative but with 1st person plural subject) 10. Identify which of the following utterances are performative. Also identify the utterances which are exceptions to the conventions you mentioned in the answer to the previous question. Explain why they are exceptions. a Students are asked to keep noise to a minimum. : b You are hereby allowed to enter the vault. : performative : exception (2nd person) c You must enter quietly. : - d We apologize for our mistake. : performative :exception (1st person plural) e I admit that I made a mistake. : performative f The text was written by two authors. : g Wearing hats inside is forbidden. : performative : exception (passive) 11. Why do we talk about utterances being performative (rather than sentences or propositions)? we talk about utterances being performative beacause an utterance is the use of any piece of language by a particular speaker on a particular situation. It can be in the form of a sequence of sentences, a single clause, a single phrase, or just a single word. It can be any vocally produced sound( unlike the sentence which is a grammatically complete string of words expressing a complete thought and which can be written or spoken. ).Moreover, unlike utterances, propositions are active declarative sentences used to describe or constate something, and which thus are true or false. So, Performative utterances are not true or false, instead when something is wrong with them then they are happy or unhappy. The uttering of a performative is, or is part of, the doing of a certain kind of action, the performance of which, again, would not normally be described as just saying or describing something . 12. Explain these terms and concepts and give an example of each: perlocutionary act (perlocution) : A perlocutionary speech act a statement that has some sort of intended or unintended effect. It refers to the interpretation of the message by the hearer or the actual effect of a speech act, such as persuading, convincing, scaring, enlightening, inspiring, or otherwise getting someone to do or realize something, whether intended or not. For example: the utterance there is something in your shoulder! may cause the listener to panic and to look on his shoulder. The perlocution of this utterance is to cause those emotions and actions. illocutionary act (illocution) : An illocutionary speech act refers to the meaning intended by the speaker. It is the act of doing something by saying something. It refers to the pragmatic illocutionary force of the utterance, thus its intended significance as a socially valid verbal action. Performative utterances fall under illocutionary speech acts. For example: the utterance I swear to give it back next time is used to perform the illocutionary act of promising. Propositional act : A propositional act has usually been characterized simply as the act of expressing a proposition. It is a speech act that a speaker performs when referring or predicating in an utterance. Example : The following utterances all have the same propositional act despite their different illocutionary acts, utterance acts, and perlocutionary acts You go home. Do you go home? Go home! How I wish youd go home! 13. For each of the following situations, identify the act carried out by the utterance (from among asserting, asking, or ordering). a Father to his son: The car is dirty. : ordering or requesting ( could you clean it?) b Irate citizen to the city council: Is it right to allow skateboarding on our sidewalks?: asserting ( its not right) c Mother to small child: Look at the mess you just made! : asserting( you have made a mess) d Student to a friend on a windy day: Some of my papers have blown away.: requesting help e Photographer to a client: Stand right there and say cheese! : ordering or requesting f Student to a teacher: What is the correct answer to question 2? : asking g Student to a teacher: I had trouble with question 2. : requesting ( could you help me?) h Teacher to a student: Question 2 has not yet been answered. : ordering or requesting the answer 14. Identify some of the possible perlocutionary effects of each utterance : a Policeman to a loiterer: Im afraid youll have to move on. : causing the hearer to be embarrassed. b Parent to a child: Its time for bed now.: causing the hearer to be frustrated c Teacher to a student: Youre going to flunk math. : causing the hearer to be annoyed d Doctor to a patient: You have only 3 minutes to live. : causing the hearer to be upset e Auto mechanic to car owner: Ill have to replace the engine. : causing the hearer to be concerned about the charge f Auto mechanic to car owner: Theres nothing wrong with your car, so therell be no charge. : causing the hearer to be pleased g Sales clerk to customer: This coat costs  £900. : causing the hearer to feel disappointed h Official to contest winner: You just won  £5,000,000! : causing the hearer to be excited 15. Identify the illocutionary act performed by uttering each of the following a Could you pass the salt? : requesting b Im afraid the cake didnt turn out too well. : apologizing c What a despicable movie! : dislike d Ive had enough to wait for now. : leavetaking e But there are too many books to read in this class! : complaining f You have written a beautiful critique of the problem. : praising g Hi, how are things going? : greeting 16. Which of the following pairs of illocutions seem to be appropriate sequences? For those which are appropriate, make up a pair of utterances which exemplify them. a offering declining : appropriate sequences Example: A : A cup of tea ? B : No, thanks b praising thanking : appropriate sequences Example: A: You were so great ! B: Thanks c congratulation toasting d congratulation declining : appropriate sequences Example: A: Nice car. Congratulations ! B: Oh, its not mine. e accosting condoling f accusing admitting : appropriate sequences Example: A: No one but you could reveal that secret. B: Yes, but I didnt mean it g leavetaking mocking h deploring agreeing : appropriate sequences Example: A: It was a great loss for us all. B: certainly. 17 Classify the following acts as either illocutionary (I) or perlocutionary (P). a. persuading someone ( P ) f. irritating someone ( P) b. bothering someone ( P ) g. pleasing someone ( P) c .apologizing to someone ( I ) h . protesting to someone ( I ) d. upsetting someone ( P ) i. helping someone ( I ) e. accosting someone ( I ) j. impressing someone ( P ) 18 In pragmatics, is concentrating only on illocutionary acts and perlocutionary acts enough to understand an utterance? Why ? There is no doubt that the Speech Acts theory has a revolutionary contribution to the understanding of utterances. Still, I think that it will not be enough to understand the human language because it is , by nature , highly complex. Many studies talk about the limitations of the Speech Acts theory. John Searle acknowledges some simplifications: I am ignoring more complex types of subject expressions, relational predicate expressions, and molecular propositions. Until we can get clear about the simple cases we are hardly likely to get clear about the more complicated ones. (Searle, Speech Acts, 33.) Some the issues raised is figurative or non-literal meaning: in particular, idiomatic or fixed expressions, metaphor, and metonymy. The study of this kind of meaning has not traditionally been the focus of linguistics. Now, it has become much more important in recent years, partly because semanticists have begun to realize how prevalent it is in everyday language. They have also begun to discover that much, if not all, of its use is not totally haphazard or idiosyncratic, but subject to certain rules and principles that can be discovered and described. I have also read an article about Illocutionary Silencing by Alexander Bird published in Pacific Philosophical Quarterly 83 (2002), but honestly I didnt understand it.

Little Love in Pride and Prejudice :: Pride Prejudice Essays

Little Love in Pride and Prejudice   Ã‚  Ã‚  Ã‚  Ã‚   In Pride and Predjuice life is not all fun and games.   There are many pressures in life:   mothers with high expectations for a good marriage and a girl's own expectation of what life and hopefully marriage will be like. Charlotte Lucas is the oldest daughter in a large family, she is not the most beautiful girl, and she is twenty-seven, well beyond the marrying age. Charlotte is Elizabeth Bennett's best friend and Mr. Collins, the man Charlotte finally marries, is Elizabeth's cousin.   Charlotte Lucas will marry to solidify her life, not because she loves, for many people are unkind about her ability to marry well; thus after her marriage to Mr. Collins, she spends all of her time avoiding him.      Ã‚  Ã‚  Ã‚  Ã‚   Charlotte knows   that even though she wants to marry more than anything in the world, she does not expect love to come about; thus, she decides that it is probably even better if you don't know a thing at all about the person you are marrying.   While Charlotte is speaking to Elizabeth about her sister, she expressed her opinion as to Jane Bennet's relationship towards a gentleman.   She says it is probably better not to study a person because you would probably know as much after twelve months as if she married him the next day.   Charlotte even goes as far as to say that "it is better to know as little as possible of the defects of the person with whom you are to pass your life" (p.21). Charlotte considered Mr. Collins "neither sensible nor agreeable" but since marriage had always been her goal in life, "at the age of twenty-seven, with having never been handsome, she felt all the good luck of it" (p.107).   Charlotte is speaking to Elizabeth on her marriage to Mr. Collins, "I am not romantic, you know.   I never was.   I ask only a comfortable home; and considering Mr. Collins' character, connections, and situation in life, I am convinced that my chance of happiness with him is as fair as most people can boast on entering the marriage state" (p.110).   Charlotte is optimistic in entering her marriage even though Elizabeth is not.      Ã‚  Ã‚  Ã‚  Ã‚   The people associated with Charlotte, even her dear friends, have little

Essay --

State Building in Turkey vs. Afghanistan Introduction: In the twentieth century the governments of Turkey and Afghanistan made attempts to build states in their countries. However, each country’s geopolitical and socio-economic structure directly impacted the state building process. State building in Turkey was unique, inevitable and had a sustained development process while for Afghanistan it was crucial, chaotic and had bad repercussions that caused the Afghan state to collapse. Both Kemal Attaturk and Amanullah Khan pioneered the concept of state building in their countries but the existing forces, constraints and challenges resulted into different achievements for them. During the era of Kemal Ataturk, the period of state building was very successful because Turkey was close to the center of modernization and possessed strong institutions, topography and easier social interaction of state with people. In Afghanistan, due to mountainous terrain, and a landlocked topography, with the majority of people being illiterate, impleme nting the state building strategies were far more difficult. In addition, the institutions in Afghanistan were fragile and the state-building process was largely dependent on foreign subsidies as well as there was less interaction between the state and the people. Thesis : At the beginning of the twentieth century, both Turkey and Afghanistan launched a state-building effort. However, due to the inherent geo-political and socio-economic conditions in place in both societies, the state building endeavors diverged into two different directions. Brief background about how the Turkish and Afghan states were established: Under the leadership of Ataturk, and following the War of Independence in September 19... ...d communitarian society. It was for the first time that rulers in Afghanistan had experimented with state building. Democracy, national assembly, building a professional army and political party were new practices for statesmen in Afghanistan. While the Turkish had centuries of state building experience, particularly during the rule of Ottomans, Afghans used to revolt, resist and take revenge from the state through intervention. Afghans have never adopted state building successfully in the past. Turkish state building compared to Afghanistan, therefore, was victorious. Turkey was able to rise on human resources, economy and society structure, modern culture and secular political institutions, while Afghanistan due to inherent socio-political and geo-political conditions embedded in its society was unable to implement similar state-building strategies successfully. â€Æ'

Organizational Testing and Assessment Essay -- Human Resource Manageme

Many organizations use some descriptive tests in their development and recruitments of employees at all levels. This is common for persons applying for top management positions, as an error in recruitment will cause a significant impact in any organization. Tests for selection and recruitments assist a company to make an informed choice between candidates on their strength or weakness. In carrier, professional counseling candidates tests on their work values, interest, and preparedness in their new position. Some of the considerations made are the client’s interest, measured by strong interest inventory and use of carrier development inventories (Zunker, 2001). Experience has shown that the main barriers to improved organization practices are not technical rather than planning. This is associated in changing the management perception, overcoming peoples resistant to change and implementation of practical processes and management controls. Intelligence testing dwells on a candidate problem solving ability and mental sanity. The intelligence quotient though variable to different individuals is used. Intelligence manifests itself over the life span and includes the ability to logically reason, acquire, and apply knowledge, sound judgment, paying attention, use of initiations and attentiveness and ability to cope and make use of unfamiliar situations (Cohen & Swerdlik, 2010). For candidates who have a speech impediment, non-verbal assessment of ability or intelligence is used (Zunker, 2001). Intelligence definition is not definite but includes the capacity and ability to acquire and apply, exhibit sound judgment, to be intuitive and be able to cope with different situations and different circumstances. (Carroll, 2012). The factorial ... ...rs and human resources departments to make the right choices in achieving organization goals. The employer gets the best compatibility between jobs and employee. References Cohen, R. J., & Swerdlik, M. E. (2010). Psychological testing and assessment: An introduction to tests and measurement (7th ed.). New York, NY: McGraw-Hill. Carroll, J.B. (2012). The Three-Stratum Theory of Cognitive Abilities: Contemporary Intellectual Assessment. New York: The Guilford Press. Matthews, G., Deary, I. J., & Whiteman, M. C. (2003). Personality Traits. London: Cambridge University Press. Worcester Polytechnic Institute (n.d), Performance Appraisal Process. Web. April 10, 2012. Retrieved from, http://www.wpi.edu/Admin/HR/performance-appraisal.html. Zunker, V. G. (2001). Career counseling: Applied concepts of life planning. (6th ed.). Pacific Grove , CA : Brooks/Cole.

Case Study: Company Law Essay

Question 1 The shares of ABC Limited, a private company are held by Ann and Andy Anderson and Bev and Bob Brown. The Andersons who together hold 90% of the company shares are concerned that the company is in need of further capital but because of family difference, the Andersons are not willing to inject additional funds so long as the Browns are shareholders in the company. They have therefore decided to pass a resolution which will enable the majority acquire compulsorily at full value shares of the minority. Advise Bev and Bob Brown. Bev and Bob Brown my advise to you is that the Anderson being the majority shareholder of ABC Ltd. can remove you Bev and Bob Brown by ordinary resolution of the company in general meeting, and if you Bev and Bob was appointed by the articles you can be removed by a special resolution passed to alter the articles. The Anderson’s decisions being majority shareholder is binding on you the minority shareholder whether you like it or not it is they who control the company ultimately. However Bev and Bob you can take representative action against the Anderson’s for fraud committed against you Bev and Bob as in the case Eastmanco.  Ltd. V Greater London where they stultify the purpose for which the company was formed and deprive you the minority shareholder of your existing prospects of obtaining votes. Being a member of ABC Ltd. you can bring representative action against the Company to protect your personal rights which you Bob and Bev enjoys. There have been a breach of duty owed to you Bob and Bev the minority shareholder cannot be ratified by a majority of shareholders. Question 2 Discuss the rule in Foss V Harbottle The rule in Foss V Harbottle illustrates the principle of majority control and minority protection.  If a wrong is done to the company then the only proper plaintiff to bring an action to redress the wrong is the company itself and not a shareholder or anyone else. Where the minority’s complaint is that some act has been done wrongly, which would nevertheless be lawful if there were an ordinary resolution in general meeting to authorize it, then the court will not interfere at the instance of the minority. The rule places the majority member in a very strong position over the minority as in the case Bamford V Bamford. The rule prevents the company from spending money on litigation to no ultimate purpose if an independent majority does not wish to pursue a claim. The rule may be used by majority shareholders to perpetrate fraud on the minority members especially if the majorities are also directors of the company. The rule is an inevitable consequence of a corporation is a separate legal entity. Therefore, if harm is caused to a company then only the company itself can take legal action. No one else, irrespective of their losses, will have the necessary power to take legal proceedings. Question 3  Dave is minority shareholder in ABC Company Ltd. Andy, Bev and Carol are also major controlling shareholders and in addition, they hold the position of chairman, managing director respectively. Dave is aggrieved that: i. The company has just sold 5 acres of land to Bev’s cousin at half the price the company paid for it ii. The company has recently engaged Andy’s uncle as its marketing director at an annual salary of $5 million. His service contract includes a provision that in the event of his death, his widow shall continue to receive his annual salary by way of pension payment for the rest of her life. Andy’s uncle was in very poor health at the time of his appointment. Andy, Bev and Carol do not admit that anything improper has taken place. Advise Dave on the legality of Andy, Bev and Carol’s action and whether he can bring an action against them. Dave base on the actions of Andy, Bev and Carol you can bring an action against them as in the case Daniels V Daniels. The major shareholders Andy, Bev and Carol owed fiduciary duty to the company and most act in good faith and in the best interest of the company and not in their own interest. The directors have been exercised in a manner that is unfairly prejudicial to the company and also breach of their fiduciary duties as in the case Kelmer V Baxter. Andy, Bev and Carol action are base on personal interest. The court can make an order to rectify the matters as in section 213A of the 2004 Company Act. The court can order for the company to regulate the company affairs by amending its articles against Andy’s uncle who was appointed as marketing director at an annual alary of $5 million and he was in very poor health at the time of his appointment. The court can regulate the company affairs by amending ABC Ltd. articles so that Andy’s uncle widow does not receive his annual salary by way of pension payment for the rest of her life after he dies. The court can also order for compensation to the company for the 5 acres of land that Bev’s cousin buy at half price the company paid for it. Dave you can bring action against them in the court. Question 4 The articles of association of ABC Ltd. public company provides inter alia ‘At a general meeting of the company, subject to any right or resolutions for the time being attached to any class or classes of shares, on a show of hand, every member in person shall have one vote’ Marvin, a shareholder who was present at a meeting of the company voted but the directors refused to register his vote in connection with passing of a special resolution. Advise Marvin who wants to compel the directors to register his vote. Marvin base on information given above you take Representative action against the company to protect your personal rights as in the case Pender V Lushington. Being a member allows you to bring representative action against the company. The directors of ABC Ltd. owe fiduciary duty to you personally. Suing under representative action to prevent the company from acting contrary to its articles which states that: ‘At a general meeting of the company, subject to any right or resolutions for the time being attached to any class or classes of shares, on a show of hand, every member in person shall have one vote’. You were present at the meeting and voted but they the directors refused to register your vote so you can bring them to court.

Business Law Cases Summary

Offer ( Topic 3) Is a proposal the acceptance of which establishes the existence of an agreement. It shows a promissory intent. In other words, it is a promise to do or refrain from doing something. – Usually upon condition that the other party agrees to do or refrain from doing something else in return. – Harvey v. Facey Harvey sent to Facey a telegram to buy Bumper Hall Pen. He asks Facey to telegram the lowest price. Facey telegram the lowest cash price ? 900. Harvey says agree to buy for ? 900.Principle: Offer is more than a mere supply of information – Offer must show promissory intent – Australian Wooden Mills v Commonwealth in where the government †offer† did not ask anything in the return – Offer is not Invitation to treat and must be distinguished from ITT Invitation to Treat Is an action by one party which may appear to be a contractual offer but which is actually inviting others to make an offer of their own. Invitation to tre at lacks of promissory intent 1. Boots Case (Pharmaceutical Society of Great Britain v. Boots Cash Chemists (Southern) Ltd) Self servicePS sued Boots cash for breach of pharmacy and poison act by selling certain poison not under supervision of registered pharmacist as boots cash is a pharmacy in a self service basis. However, there is one registered pharmacist in the cashier check out point. Principle: In the self service system, the offer is made by customer at the checkout point of sales while the acceptance is made by the cashier at the checkout point of sales as well. 2. Fisher v. Bell Shop Window Bell selling the flick knife which is showed in the window displayed. Bell was sued for offering the knife which is prohibited at that time by tatute. Principle: The display of an article with a price on it in a hop window is merely an invitation to treat. ITT can be an offer if: – Show promissory intent – Limited to who can accept – Limited to what can be accepted Offers to the World At Large Offers that are not directed to any specific person, but to anyone who becomes aware of them. 1. Carlill v. Carbolic Smoke Ball Carbolic smoke ball advertise promised reward to anyone who contracting influenza after using their product. To show the seriousness, they placed money ? 1000 in account. Mrs C used it and contracted influenza.Principle: An offer can be made to the world at large. The contract is made to limited portion of public, who perform the condition on the advertisement. And it show promissory intent. Offer must be communicated Offer becomes effectives if it is communicated and there is meeting in mind when they accept it. However, offeree must be aware of its existence and terms. 1. R. v. Clarke Reward for information about murder of 2 policemen. Clarke was arrested and to save himself, he gave the information. Principle: Offer must be accepted with the knowledge of the offer. Respon to Offer Accept – Clarify – Counter Off er – Reject – Do Nothing Counter Offer Rejection of the original offers which make the original offer to an end, and form a new offer. If the Counter Offer being rejected, the original offer will not revive, unless the offeror renew it. 1. Hyde v. Wrench Wrench made an offer to sell his farm to Hyde for ? 1000. Hyde says that he will pay ? 950. Wrench says no, and Hyde say want to pay ? 1000. Principle: Counter offer resulting the original offer to end. It is rejection of the first offer. Counter offer must be distinguished from mere inquiry . Stevenson Jacques v. McLean McLean made an offer to SJ to sell certain iron. In reply, SJ write â€Å"will accept 40 over 2 months†. As it is no reply, SJ write again to accept the 1st offer. Principle: Seeking clarification is not counter offer, but mere inquiry. Only the offeree who are directed to accept the offer by the offeror 1. Boulton v. Jones Jones places offer with old chum Brocklehurst. Boulton had taken over th e business and he filled the offer. Jones refused to pay. Principle: Only the person to whom the offer is directed can accept. Revocation by OfferorRevocation is not valid, unless it is communicated to the offeree. Revocation is valid before acceptance. Purported revocation after acceptance has been communicated is a breach. 1. Dickenson v. Dodds Dodds made an offer open until 9 am on the 12 June. On 11, Dodds sell the house to B, and B has told Dickinson. On 12 at 9 am, Dickinson comes bring the acceptance. Principle: The offer can be revoked indirect or via conduct. Acceptance (Topic 4) Is an absolute and unqualified assent to the terms of the offer, made in the manner specified or indicated by the offeror. 1. Master v. Cameron Masters want to buy Cameron farms.They make a document, signed by both party, indicating the future formal contract to buy the farms. Masters having financial difficulties to buy the farms and sued by Cameron. Principle: Agreement to agree later can’ t be force able. (Condition 3) Conditional Acceptance is not acceptance. Condition can be precedent or subsequent 1. Parties reach agreement but want terms to be written down 2. Parties reach agreement but performance subject to formal agreement 3. Parties didn’t intend to reach agreement subject to formal contract Subject to acceptance is not acceptance at all Manner of acceptance – Stipulation of the offeror Ought to be the same mode as the offer o If stipulated as the only mode, then must comply, otherwise should be equally or more advantageous. 1. Eliason v. Henshaw Eliason made an offer to buy flour from Henshaw and stated to reply by wagon. Henshaw is reply by post. Principle: if the method had been stipulated, it must comply otherwise, more advantageous. Postal Rule states that where acceptance by mail is contemplated, acceptance occurs immediately when the letter is posted RULES: Acceptance is complete when a properly addressed and stamped letter of acceptance is dropped in the mail box 1. Adam v. Lindsell nd Sept, Lindsell posts offer to sell wool, and requires acceptance â€Å"in the course of post†. On 5th Sept, the offer received by A, and posted it. On 8th Sept, L sold wool to X. On 9th Sept, A’s acceptance arrives. Principle: An acceptance is complete as soon as it is properly posted. Negating Postal Rule By using the term as â€Å"acceptance must be received by† or application close 1. Nunin Holdings v. Tullamarine Estates Nunin offered to buy a land from Tullamarine, via post. On May ’88 Nunin sends offer to purchase land. On June 16 Tullamarine sends a contract. On 5 September Nunin signs and mails back.On 12 September Tullamarine signs and sends back. On 13 September Tullamarine attempts to revoke before Nunin receives mail. Nunin had indicated at the start that the postal rule did not apply as it was stated in the mails on 5 September that the circumstance was receipt of the identical executed part, not its posting. Principle: The Postal Rule can be negated if this is made clear at the start of negotiations. Instantaneous Communication Postal rule didn’t apply in here. Acceptance By: Telex, Fax, E-mail, Web Form is not effective by simply sending it. The offeror must receive the acceptance then the contract can be formed. . Entores v. Miles Far East Co London co makes telex offer to Amsterdam co. Amsterdam Company accepts via telex. A contractual dispute arises. Principle: With instantaneous communication, the contract is complete as soon as the acceptance is received and at the place where it is received. Silence cannot be stipulated as the required manner of acceptance. 1. Felthouse v. Bindley F offers to buy a horse for ? 30/15/. â€Å"If I hear no more – I’ll consider the horse mine†. Principle: An offer cannot stipulate silence as a manner of acceptance, and acceptance requires positive mental assent.Acceptance can be communicated by conduct or words. 1. Brogden v. Metro Rail Written offer drawn up and sent. It never specifically accepted, but subsequent dealings were according to its terms. Principle: Acceptance can take the form of conduct. Intention (Topic 5A) The Presumption is with purely domestic, social, or voluntary arrangements it is presumed that the parties do not intend to create a legally enforceable agreement. Domestic 1. Balfour v. Balfour Husband agrees to pay monthly allowance ? 30 to wife while they are apart. Husband fails to pay & wife sues.Principle: A domestic arrangement is not intended to have legal effect. However the presumption can be easily rebuttable. 1. Wakeling v. Ripley Family give up job and move to live with wife’s brother. Brother promised to leave them his property. Dispute arises & Brother reneges on the promise. Sister & husband sue Brother for breach of contract. Principle: A definite agreement in serious circumstances will rebut the presumption. 2. McGregor v. McGregor Husband and wife issue assault charges against each other. They agree to settle the maintenance payment, living apart, etc. They are still legally married.Husband fails to pay maintenance. Principle: An agreement between husband & wife can be binding if they intend it to be a legally enforceable contract. Business & Commercial Such agreements are presumed to have the intention to be legally binds, however the presumption can’t be easily rebuttable. 1. Carlill v. Carbolic Smoke Ball Contents (Topic 6) [pic] The Parol Evidence Rule Where a contract is reduced to writing and appears to be entire, it is assumed that all the terms of the contract will be contained in it and No extrinsic evidence can add to or vary the written contract 1.Henderson v. Arthur Written lease of theatre with rent of ? 2,500 p. a â€Å"CASH†. T paid by cheque because the L had verbally stated â€Å"Don’t worry, a cheque is okay†. L sued for late rent payment. T said he paid by cheque but L now refused it. Principle: No extrinsic evidence can add to or vary the written contract. EXCEPTIONS: Partly written, partly oral contracts 1. Van Den Esschert v. Chappell Before Signing Contract To Purchase A House C Asks â€Å"Is The House Free Of White Ants (Termites)? † Van de Replied â€Å"Yes Of Course. If There Had Been Any I Would Have Taken Steps To Eradicate Them. Written Contract Makes No Mention Of â€Å"White Ants†. The House Turned Out To Have Termites Principle: Partly written and partly oral contracts don’t apply on Parol Evidence Rule. Sometimes A Verbal Term Can Be Included In The Contract, If It Doesn’t Contradict The Written Part. Nothing mentioned in the contract about the white ants Oral statement Representation or Term Representation Oral statement that is not intended to be bind Terms Oral or written statement that are intend to be bind Factor to decide it is term or representation – Time lapse before contracting – V erbal or Written Special knowledge or skill – Importance of the statement 1. Oscar Chess v. Williams W purchased a car from O, a registered dealer. He traded in his â€Å"1948† Morris (? 290). It turned out to be A 1939 Morris (? 175). The dealer sued for the difference in trade in values (? 115). Principle: The buyer does not have special skill or knowledge in car. Therefore, it is a representation as the dealer is supposes to know it better. 2. Dick Bentley v. Harold Smith Dealer wrongly stated that a vehicle â€Å"has done 20,000 miles† since the engine & gearbox was replaced. But it was more like 100,000 miles.Principle: The buyer relied on the special knowledge of the dealer. The dealer was in a position to know the true mileage. [pic] Condition Major Breach Going â€Å"To the Root of the Matter†. Non-breaching Party May: – Terminate The Contract. – Elect To Continue. – Sue for Damages. 1. Poussard v. Spiers P, an opera singer en gaged to perform from 28th Nov. P, falls ill & cannot attend until 4th Dec. Opening night is 28th. On 25th S&P hire another singer. Principle: Attending the night party is the root of the contract. Where a breach goes to the root of the matter, there is a breach of condition term.Warranties Minor Breach not going to the root of the matter. Non-breaching Party May: – Sue for Contractual Damages. – Not elect to terminate the contract. 1. Bettini v. Gye B, an opera singer contracts for 3 month season & to arrive for rehearsals 6 days before opening night. Due to illness B showed up only 2 days before. G terminates & sues for damages. Principle: A clause, not vital to the completion of an agreement is a warranty; (B was available for all performances). Innominate Term A term which is capable of either a major or minor breach. Major Breach => Can terminate the contract.Minor Breach => Payment of compensation. 1. L Schuler AG v Wickman Machine Tool Sales Ltd W contracts with S to sell S’s Machinery and to visit customers once a week. Contract describes the weekly customer visits as a â€Å"condition†. Machinery is sold but weekly visits do not happen. S terminates the contract & sues for damages. Principle: The weekly visit term was capable of major and (as in this case) minor breach, so it was innominate. The status of contractual terms is a matter of fact, not mere description. Effect of Signature Someone who signs a document is DEEMED to have read understood and agreed to its contents. . L’estrange v. Graucob L purchased vending machine signed but did not read contract. Machine defective but contract basically said â€Å"not responsible for defects†. Principle: If you sign something, then you have read, understood and agreed to it. There was no fraud or misrepresentation. L could not bring an action for breach of contract. Effect of Signature exception: 1. Misrepresentation. 2. Document does not appear contractual. 1. Cur tis v Chemical Cleaning & Dyeing Co C took a wedding dress to CCD for dry-cleaning. C asked to sign a receipt excluding CCD from damage to buttons & sequins.The receipt contained an exclusion from any liability whatsoever. The dress was returned stained & C sues. CCD tries to rely on the printed & signed receipt. Principle: Misrepresentations create an exception to the signature rule. Exclusion Clause Contract terms which excludes or limits the liability of one party. Where an exclusion clause in a â€Å"non-contractual† (not expected to contain terms of the contract e. g. voucher) a reasonable notice of the clause at that time of contracting will render if enforceable BASE RULE: If the exemption clause is in a signed document, it is binding. 1.Causer v. Browne Printed on a dry cleaning ticket: â€Å"NO RESPONSIBILITY FOR DAMAGE TO ARTICLES â€Å". C handed in frock which was returned damaged. C sues. Principle: The document was non-contractual in nature. A reasonable perso n would not expect to find contractual terms on it. 2. Thornton v Shoe Lane Parking Ltd T parked his car in an automatic car park & received a ticket. Sign at the entrance listed terms of use. One was â€Å"cars parked at owners’ risk†. Ticket referred to the terms of use. BUT notice was small and not conspicuous. T seriously injured when collecting his car & sues car park.Principle: T’s attention was not brought to the specific existence of the clause in a way that could be described as reasonable. Ticket was also issued when T could not revoke his offer. Furthermore, this was T’s first use of the car park. 3. Olley v Marlborough Court Ltd O booked in to hotel & paid for 1 week’s stay in advance. When O got to the room there was a sign on the wall disclaiming liability for loss of personal effects. O’s personal effects were stolen & O sued the hotel for the loss. Principle: A clause that is notified after the contract is formed is not part of the contract. Doctrine of Privity (Topic 7b)A person cannot incur obligations or gain rights under a contract to which they are not a party. Beneficiary can’t sue 1. Tweddle v. Atkinson On engagement, father & father-in-law agree to each pay the future husband ? 100. The father-in-law didn’t pay. Principle: â€Å"†¦ no stranger (to the contract) can take advantage of it, although made for his benefit†. Therefore, he can’t sue his father in law. Execption: Joint Promises 1. Coulls v. Bagots Executor Mr. Coulls made an agreement with O’Neil to quarry Coulls’s property, and to pay the royalty to him and to Mrs. Coulls. Not long after, Mr. Coulls dies.Principle: The contract must have been made with you as well as the other party even though the other party didn’t contribute any consideration, contract still exist. Mrs. C was not a joint promisee. If she is, then she can claim Property Law Act 1969 Where a contract expressly in it s terms purports to confer a benefit directly on a person, who is not named as a party to the contract, the contract Is†¦ Enforceable by that person in his own name but every person named as a party†¦ shall be joined to the action. Must have 2 Conditions: – Has be name beneficiaries in the contract – Join in the legal action 1.Westralian Farmers v. SMP Sale of stock from K to SMP. Contract requires SMP to pay commission to WF. Principle: S. 11 (2) PLA enables WF to sue if K is also named as co-defendant. It is also known as â€Å"joining†. Therefore WF entitled the commission. Termination (Topic 9) a. Discharge by performance Contract can be terminated when obligation (paying, transferring or other act of service etc. ) is performed: as agreed in the contract and within the time agreed. General Rule: Performance must be exact to be effective 1. Cutter v Powell Seaman signs on from Jamaica â€Å"†¦ To the port of Liverpool†¦ † He died a bout 3/4 of the way.The widow wants to claim the ? of his pay. Principle: The performance of a contract must be exact to be effectively discharged. It is an â€Å"entire† contract Exception: a. Where the contract is ‘divisible’ Divisible contract is a contract in where instead of doing for entire contract we can do it divisibly. b. The doctrine of substantial performance Pay full amount but subtract some amount to ratify the service. (Was treated as performed and payment was reduce for work not done) 1. Hoenig v. Isaac Contract is made for redecoration of flat for ? 750. Work was not done satisfactorily and cost ? 55 to repair.Principle: If contract is substantially performed then subtract the cost of fixing it. The contract is performed even it is partially defective. Therefore, ? 750-? 55 b. Discharge by Frustration Frustration = an intervening, dramatic situation rendering performance impossible or radically different from what the parties had in mind. A perso n was required to carry out their contract, no matter what 1. Paradine v. Jane P leased land to J. J was dispossessed by an invading prince. J refused to pay rent. Principle: Parties, who voluntarily enter into contracts, must perform all their obligations irrespective of what happens.They are â€Å"absolutely liable†. Therefore, J must pay the land, even though he is not occupy the land Because there are unfair things happen in Paradine v Jane case, therefore some exception in frustration is applied. It is apply because a. Contract is impossible to perform because of an event b. Nobody’s in the contract are fault c. Note ‘unforeseeable’ here means not provided for in the contract, not ‘impossible’ 1. Taylor v. Caldwell Fire burns down concert hall. The promoter does not have to continue to pay rent Principle: When, without fault of any party. The subject matter of the contract ceases to exist.The contract is discharged by ‘frustrationâ €™. Therefore, no more rent fees. 2. Krell v. Henry Contract was made to hire a flat for 1 day, to view the coronation procession of Edward VII. Coronation postponed. Principal: Where the entire basis of the contract does not occur the contract is discharged by frustration. Therefore, rent is not paid. 3. National carriers v. Panalpina LTD P leased a warehouse from N for 10 years. Road closed for 20 months. P refused to pay rent for those months. Principal: The purpose could still be substantially achieved, performance was not radically different.The contract was not frustrated. Therefore, the rent should be paid. Remedies 3 basic of remedies; 1. Discharge (for material breach) Contracts can be discharged if a breach is material. But – make sure it is actually a breach and not performance or frustration. 1. Green v Sommerville G contracts to sell land to S – settlement fails when S has no funds. Later G rents property to S in anticipation of settlement – 6 m onths later G rescinds the contract. Principle: the right to rescind not available. Conduct of G amounted to affirming the contract. The contract was enforceable against G by S. MATERIAL: Justifies election to terminate – MINOR: Substantial performance. Does NOT justify termination by the innocent party. 2. Damages (for material or minor breach) Is a monetary compensation for loss caused by the breach. Breach can be: – MATERIAL: Breach of Condition or major breach of innominate term. – MINOR: Breach of Warranty or minor breach of innominate term. Rules of Damages – Must not be too remote. – Are compensatory / quantum, (calculation), of damages. – Must be mitigated. – Can be pre-agreed a) Rule of Remoteness For damages to be recoverable the loss must: a) Arise naturally from the breach {be reasonably foreseeable} – given reasonable current standards†¦ or: (b) Have been contemplated as a probable result of the breach 1. Hadl ey v Baxendale A contract made for the transportation of a crankshaft. It was breached by delay. Mill shut down for longer than expected, production lost. Principle: the mill owner can’t claim the profit on the lost production. Where two parties have made a contract which one of them has broken, the damages which the other party ought to receive in respect of such breach of contract should be such as might fairly and reasonably be considered either: . arising naturally, that is, according to the usual course of things, from such breach of contract itself, or b. Such as may reasonably be supposed to have been in the contemplation of both parties at the time they made the contract, as the probable result of the breach of it. † Because the carrier did not know the machine was a vital part of the mill, he did not see it as probable that the mill would close down. Therefore he was not liable. 2. Victoria Laundry v. Newman Laundry buys boiler. Delivery required in June. Laund ry begins negotiating for lucrative new dyeing deal.But delivery delayed until November. Deal lost. Principle: ‘type’ of losses must be foreseen as a ‘serious possibility’. Therefore, the laundry can claim lost production, not lost new deal. Quantum of Damages Means the calculation of damages (Main Principle) The injured party is entitled to be placed in the same position that they would have been in if the contract had been performed†. *Damages compensate for loss suffer 1. Commonwealth v. Amann Aviation Contract was made for coastal surveillance. AA sets up, modifying planes, training staff etc, but wasn’t ready on time to start contract.C terminated, but being a breach of warranty only, C’s termination is not justified – placing C in breach. Principle: The injured party is entitled to be placed in the same position that they would have been in if the contract had been performed†. Therefore, the damages is awarded *Damages can be awarded for loss of a chance 1. Howe v. Teefy Lease of a racehorse for 3 years. Owner takes horse back after 3 months. Principle: Just because losses are â€Å"extremely difficult to quantify† doesn’t mean they won’t be ordered. This is â€Å"Loss of a Chance†. Therefore possible lost prizes can be claimed. Damages can’t be claim from loss of enjoyment or entertainment unless the fruit of the contract say so 2. Baltic v. Dillon Cruise liner sinks. Passenger sues for damages for disappointment & distress. Principle: While such damages are not usually given, this contract is to provide a relaxing holiday. This was the essence of the entire contract i. e. â€Å"†¦ The fruit of the contract is not provided†¦ † Therefore, the passenger can sue for disappointment and distress. *Damages must be mitigated Reasonable steps must be taken to minimise the loss. *Damages can be pre-agreedLiquidated damages arise from the parties agreeme nt to pay stated sum in the event of breach as long as it is a genuine pre-estimate and not a penalty 1. Dunlop Pneumatic Tyre Co Ltd. v New Garage & Motor Co. Ltd. D contracts with N to supply tires provided that N will sell them at D’s preferred price. Contract provides that damages will accrue to D in the amount of ? 5 per tire for each tire sold below D’s price. Principle: The amount stated was a genuine pre-estimate of the loss to D. therefore, the clause is not penalty. Equitable remedies SPECIFIC PERFORMANCE Court order to carry out some act (perform the contract).It is not available in many circumstances. 1. Green v Sommerville G contracts to sell land to S – settlement fails when S has no funds. Later G rents property to S in anticipation of settlement – 6 months later G rescinds the contract. Principle: No two pieces of land are identical. G affirmed the contract & it should be performed as agreed. Damages will not compensate adequately. INJUNCT ION Court order prohibiting some act (breaching the contract). Not available in many circumstances. RESTITUTION â€Å"Quantum meruit† – â€Å"as much as he has earned†. No-one should benefit from â€Å"unjust enrichment†. Not available to a party in breach.