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A PAGE OF VICTORIAN SOCIAL HISTORY FROM . WOOD ENGRAVINGS FROM ONE OF THE FOLLOWING . THE GRAPHIC, or . THE ILLUSTRATED LONDON NEWS, or . THE ILLUSTRATED NEWS OF THE WORLD or . OTHER NEWS. . WOULD MAKE AN IDEAL GIFT . The actual date is printed on each page or on the reverse side. . This print is over 80 years old, and is not a modern copy.. There is a fold which sometimes shows as a shadow on the image, this will not show when framed. Check the image for details.. Size of print is approx 12;" x 11" (215 x 280mm) . Approx. Page size = 11" x 16" (280 x 405mm) . Ready to matt and frame. These old Prints really look great with Matt and Framed. . Note this print is from a periodical and has printing on reverse.. Scanned at a low resolution for quick uploading so the actual picture is better than the scanned image. .

:  special introductory offer TODAY., Original old antique victorian print, not a modern reproduction, 100% Satisfaction Guarantee, Size and details in description below, Email for any missing image or description, Shipped WORLDWIDE next day, AIRMAIL from head office in Scotland allow 15/21 days for delivery
Company: old-print 
List Price: $75.50
Amazon Price: $17.50
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Tags:   1861 MASONS BRISTOL MARY REDCLIFF CHURCH RESTORATION

. Antique Fine Art Print. One Page from . an issue . 1861. . .. . . THE ILLUSTRATED LONDON NEWS.. . . WOULD MAKE AN IDEAL GIFT. .. . . . The actual date is printed on each page. .. . This print is . over 140. . years old. And is not a modern copy. This picture was scanned at low resolution for quick uploading and is much better than the scanned image.. . Note water damage in some corners check scan for details.. . Size of print is approx ;14; x 9.1/2; if it is shown as whole page, or prorata.. Ready to matt and frame.. . Approx. Page size = 16; high x 11; wide . Note this print is from a periodical and has printing on reverse.

:  special introductory offer TODAY., Original old antique victorian print, not a modern reproduction, 100% Satisfaction Guarantee, Size and details in description below, Email for any missing image or description, Shipped WORLDWIDE next day, AIRMAIL from head office in Scotland allow 15/21 days for delivery
Company: old-print 
List Price: $61.52
Amazon Price: $12.98
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Tags:   Mary Redcliff Bristol 1861 restoration

Wouldn't this rustic set be marvelous alongside with a huge green salad and a slab of artisan focaccia...The irregular contours and glaze "holidays" give this piece the character of true artisan-crafted wares.

Kitchen:  Earthenware, Overall dimensions: 7 3/8" W x 6 3/4" D x 6" H, Includes caddy, 2 cruets, 2 shakers, Hand washing recommended
Company: Archer Anita Mary 
List Price: $44.00
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Tags:   Archer Anita Mary Restoration White Piece Condiment

A fantastic premise is utterly blown in this film by director Michael Hoffman and screenwriter Rupert Walters (the two collaborated previously on the winning Some Girls). Robert Downey Jr. plays Robert Merivel, King Charles II's (Sam Neill) spirited young physician in 17th-century England. The king offers to set Merivel up for life in exchange for one small favor: marry the royal mistress (Polly Walker) to provide his highness some cover for his philandering. But Merivel blows it by falling in love with the woman, and he is cast out of his pampered paradise to reinvent himself as a serious man helping victims of the plague beyond the palace's walls. It's a superb notion, and the film looks just terrific, particularly Charles's court, where scientific and artistic innovation flourishes. But somehow the story completely falls apart once Merivel goes on his quest for salvation. The scenes aren't there, the characters are underdeveloped, the drama is clunky. The whole enterprise feels as if an editor tried to salvage a major failure and barely came up with something coherent. --Tom Keogh

Director:  Michael Hoffman
VHS Tape:  Closed-captioned, Color, Dolby, HiFi Sound, NTSC
Company: Miramax  (1997-09-16)
ISBN: 0788805029
List Price: $9.99
Amazon Price: $5.58
Used Price: $0.01
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Tags:   Restoration

A fantastic premise is utterly blown in this film by director Michael Hoffman and screenwriter Rupert Walters (the two collaborated previously on the winning Some Girls). Robert Downey Jr. plays Robert Merivel, King Charles II's (Sam Neill) spirited young physician in 17th-century England. The king offers to set Merivel up for life in exchange for one small favor: marry the royal mistress (Polly Walker) to provide his highness some cover for his philandering. But Merivel blows it by falling in love with the woman, and he is cast out of his pampered paradise to reinvent himself as a serious man helping victims of the plague beyond the palace's walls. It's a superb notion, and the film looks just terrific, particularly Charles's court, where scientific and artistic innovation flourishes. But somehow the story completely falls apart once Merivel goes on his quest for salvation. The scenes aren't there, the characters are underdeveloped, the drama is clunky. The whole enterprise feels as if an editor tried to salvage a major failure and barely came up with something coherent. --Tom Keogh

Director:  Michael Hoffman
VHS Tape:  PAL
Company:  
List Price: 
Amazon Price: 
Used Price: $81.91
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Tags:   Restoration

A fantastic premise is utterly blown in this film by director Michael Hoffman and screenwriter Rupert Walters (the two collaborated previously on the winning Some Girls). Robert Downey Jr. plays Robert Merivel, King Charles II's (Sam Neill) spirited young physician in 17th-century England. The king offers to set Merivel up for life in exchange for one small favor: marry the royal mistress (Polly Walker) to provide his highness some cover for his philandering. But Merivel blows it by falling in love with the woman, and he is cast out of his pampered paradise to reinvent himself as a serious man helping victims of the plague beyond the palace's walls. It's a superb notion, and the film looks just terrific, particularly Charles's court, where scientific and artistic innovation flourishes. But somehow the story completely falls apart once Merivel goes on his quest for salvation. The scenes aren't there, the characters are underdeveloped, the drama is clunky. The whole enterprise feels as if an editor tried to salvage a major failure and barely came up with something coherent. --Tom Keogh

Director:  Michael Hoffman
VHS Tape:  PAL
Company:  
List Price: 
Amazon Price: 
Used Price: $53.75
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Tags:   Restoration

12-track CD on Sony, 2004.

Author: Various Artists
Audio CD:  Compilation
Company: Sony Music  (2004)
List Price: 
Amazon Price: $16.99
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Tags:   Christmas Kick

LP Record: 
Company: Saga  (1964)
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Tags:   Anthology Elizabethan Restoration Vocal Music

Author: Mary Kay Andrews
Hardcover:  384 pages
Company: Harper  (2009-07-01) (2009-06-23)
ISBN: 0060837381
List Price: $25.99
Amazon Price: $17.15
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Tags:   Fixer Upper Novel

Often viewed as nostalgic and inauthentic, the work of early preservationists has frequently been underrated by modern practitioners. Rather than considering early preservation within its historical context, many modern preservationists judge their predecessors' work by contemporary standards, ultimately negating their legacy. In Design with Culture: Claiming America's Landscape Heritage, Charles A. Birnbaum and Mary V. Hughes present an introduction along with eight essays by well-known landscape historians that effectively argue against this diminution. By revisiting planning studies, executed works, and critical writings from the years 1890-1950, these authors uncover the holistic stewardship ethic that drove pioneering landscape preservation advocates, revealing their goal to be the imaginative transformation, as much as the conservation, of material culture.

The essays, which range from accounts of the professional contribution made by such figures as Charles Sprague Sargent and Frederick Law Olmsted to consideration of the roles played by women's clubs and New Deal government programs, portray the spirit and tenacity of the early preservationists. In their focus on the transformation of entities such as Mount Vernon and the White House, as well as the rural countryside along the Blue Ridge Parkway, early preservationists anticipated several key issues-such as tourism, ecological concerns, and vehicle access-that confront practitioners today. Birnbaum and Hughes illustrate not only the similarity of experience between early and modern landscape preservationists but also the immense impact that their decisions had and still have on our daily lives.

landscape architects, architects, planners, amateur and professional gardeners, conservationists, preservationists, and anyone with an interest in history, travel, and national parks, Design with Culture will prove an indispensable resource for understanding the history of landscape preservation.

Contributors:

Charles A. Birnbaum, Mary V. Hughes, Catherine Howett, Phyllis Andersen, Thomas E. Beaman Jr., Elizabeth Hope Cushing, David C. Streatfield, Cynthia Zaitzevsky, Ethan Carr, and Ian Firth

Paperback:  215 pages
Company: University of Virginia Press  (2005-03-31)
ISBN: 0813923301
List Price: $22.50
Amazon Price: $20.25
Used Price: $18.99
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Tags:   Design Culture Claiming America Landscape Heritage

http://webster.articulatedman.com/link_mailers/5/link_mailings/new ... Senator Mary Landrieu - Fighting for Louisiana (more...)

Tags:   Senator Mary Landrieu Issues Coastal Restoration

Saint Mary Cathedral, est. 1852, is the cathedral parish for the more than 450,000 Catholics of the Diocese of Austin. (more...)

Tags:   Restoration Saint Mary Cathedral Austin

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Tags:   Narrative Captivity Restoration Mary

Restoration of St Mary's Cogges... I'm sure many of you will have noticed the big green 'house' outside the lychgate of St Mary's and wondered, "is this the Vicar's new lodgings ... (more...)

Tags:   Crosstalk Cogges Parish newsletter July September 2006

drag boat racing, Mary Rife. Proud Mary" Blown Fuel Hydro - The Restoration . Mary Rife was drag boat racing's answer to her land counterpart, Shirley Muldowney. (more...)

Tags:   Proud Mary Fuel Hydro Restoration

Inspection, Cleaning and Restoration Certification (IICRC). Mary Van Nevel and Josh Norton work in the company?s mitigation division and are responsible for water damage and ... (more...)

Tags:   Paul Davis Daily Restoration

Port Douglas Restoration Society in Port Douglas Australia and the restoration and relocation of St Mary's by the Sea church. (more...)

Tags:   Weddings Australia Port Douglas Mary

Landscape architecture; design and construction for homes, buildings, landscapes and habitat restoration. Our designs explore the aesthetic possibilities of a healthy environment ... (more...)

Tags:   Habitats ecologically sensitive design firm Eugene

Western Construction, Western Waterproofing, devoted to repairs ... Welcome to the Mary Brigh Restoration Project Web Site. Mission Statement (more...)

Tags:   Mary Brigh Restoration

I am writing an essay on The Captivity and Restoration of Mary Rowlandson. I can't seem to connect her stereotypical thoughts of the natives with her puritan beliefs. I have found all the necessary stereotypical areas though. I am having trouble with my thesis also. I think I am missing something. (more...)

Tags:   Resolved Question Mary rolandson stereotype natives puritan beliefs

Does anyone know where I can get one? I need all 20 Removes. (more...)

Tags:   Resolved Question narrative captivity restoration mary rowlandson literary

First of all I will use the King James version of the Bible even though I prefer the new living translation. The Bible clearly tells us how to identify a false prophit. Deu 18:22 When a prophet speaketh in the name of the LORD, if the thing follow not, nor come to pass, that [is] the thing which the LORD hath not spoken, [but] the prophet hath spoken it presumptuously: thou shalt not be afraid of him. Now look at some of the things you founders have said in the name of the Lord. ( if you dare) lets start with Joe Smith Joseph Smith, the founder of the Church of Jesus Christ of Latter-day Saints, commonly known as the Mormons, claimed to be a prophet of God. Was he a prophet of the true and living God? There are two ways to find out. First, compare what he says to Scripture and if what the Prophet teaches contradict Scripture, then he is false. The second way is to examine any prophecies that he has made. If a single prophecy fails, then the person is a false prophet. Please note that having several fulfilled prophecies and even a single false prophecy still means that the person is not a true prophet of God. The test for a prophet is not if he gets them most right, but all right. The Bible tells us... "But the prophet who shall speak a word presumptuously in My name which I have not commanded him to speak, or which he shall speak in the name of other gods, that prophet shall die.? 21 "And you may say in your heart, ?How shall we know the word which the Lord has not spoken?? 22 "When a prophet speaks in the name of the Lord, if the thing does not come about or come true, that is the thing which the Lord has not spoken. The prophet has spoken it presumptuously; you shall not be afraid of him," (Deut. 18:20-22). emphasis added. We can see that the criteria of a true prophet is not failing when predicting the future. This is because God, who is outside of time and the creator of the universe, makes no mistakes when he tells us what will happen. Those prophets whom he has called will not make a mistake and prophesy the future, since to do so would mean the person is not speaking on God's behalf. Therefore, if anyone claims to be a prophet of God and speaks in the name of God and gives a prophecy that fails, then the person is not of God. Did Joseph Smith make any prophecies? Yes he did. Here are just a few of his false prophecies. False prophecies of Joseph Smith History of the Church Prophecy about Jesus return within 56 years - "President Smith then stated that the meeting had been called, because God had commanded it; and it was made known to him by vision and by the Holy Spirit. He then gave a relation of some of the circumstances attending us while journeying to Zion--our trials, sufferings; and said God had not designed all this for nothing, but He had it in remembrance yet; and it was the will of God that those who went to Zion, with a determination to lay down their lives, if necessary, should be ordained to the ministry, and go forth to prune the vineyard for the last time, or the coming of the Lord, which was nigh--even fifty-six years should wind up the scene." (History of the Church, Vol. 2:189) See context. Jesus did not return within fifty-six years when 1891 arrived. Doctrine and Covenants Prophecy that the temple would be built in Missouri within Smith's Generation - "Yea, the word of the Lord concerning his church, established in the last days for the restoration of his people, as he has spoken by the mouth of his prophets, and for the gathering of his saints to stand upon Mount Zion,i which shall be the city of New Jerusalem. 3 Which city shall be built, beginning at the temple lot, which is appointed by the finger of the Lord, in the western boundaries of the State of Missouri, and dedicated by the hand of Joseph Smith, Jun., and others with whom the Lord was well pleased. 4 Verily this is the word of the Lord, that the city New Jerusalem shall be built by the gathering of the saints, beginning at this place, even the place of the temple, which temple shall be reared in this generation. 5 For verily this generation shall not all pass away until an house shall be built unto the Lord, and a cloud shall rest upon it, which cloud shall be even the glory of the Lord, which shall fill the house... 31 Therefore, as I said concerning the sons of Moses for the sons of Moses and also the sons of Aaron shall offer an acceptable offering and sacrifice in the house of the Lord, which house shall be built unto the Lord in this generation, upon the consecrated spot as I have appointed." (Doctrines and Covenants 84:2-5,31.) See context. The Mormons were driven out of Jackson County in 1833. They were not gathered there in accordance to this prophecy dealing with building the temple. The prophecy clearly states that the generation present when the prophecy was given would not pass away until the temple was built at the western boundaries of the state of Missouri which is in Independence. This clearly failed. All Nations would be involved in the American Civil War - "Verily, thus saith the Lord concerning the wars that will shortly come to pass, beginning at the rebellion of South Carolina, which will eventually terminate in the death and misery of many souls; 2 And the time will come that war will be poured out upon all nations, beginning at this place. 3 For behold, the Southern States shall be divided against the Northern States, and the Southern States will call on other nations, even the nation of Great Britain, as it is called, and they shall also call upon other nations, in order to defend themselves against other nations; and then war shall be poured out upon all nations," (Doctrine and Covenants 87:1-3). See context This is clearly another false prophecy since all nations did not get involved in the American Civil War. Prophesy that the earth will tremble and the sun be hidden in "not many days": "For not many days hence and the earth shall tremble and reel to and fro as a drunken man; and the sun shall hide his face, and shall refuse to give light; and the moon shall be bathed in blood; and the stars shall become exceedingly angry, and shall cast themselves down as a fig that falleth from off a fig-tree," (Doctrine and Covenants 88:87) See context The sun hasn't yet been hidden nor has the moon hidden its face. This prophecy was given on 12/27/1832. "Not many days hence"? Since the writing of this article on 6/22/06, it has been 63,364 days or 173 years, 5 months, 26 days. I think that 63,364 days is more than "not many days". For reference to January 1, 2000 it was 61,000 days (even), or 167 years, 5 days. Pearl of Great Price Prophecy that Isaiah 11 was about to be fulfilled - "In addition to these, he quoted the eleventh chapter of Isaiah, saying that it was about to be fulfilled. He quoted also the third chapter of Acts, twenty-second and twenty-third verses, precisely as they stand in our New Testament. He said that that prophet was Christ; but the day had not yet come when ?they who would not hear his voice should be cut off from among the people,? but soon would come," (Pearl of Great Price, Joseph Smith, History, verse 40). See context Isaiah 11:6-9 says, "And the wolf will dwell with the lamb, And the leopard will lie down with the kid, And the calf and the young lion and the fatling together; And a little boy will lead them. 7 Also the cow and the bear will graze; Their young will lie down together; And the lion will eat straw like the ox. 8 And the nursing child will play by the hole of the cobra, And the weaned child will put his hand on the viper?s den. 9 They will not hurt or destroy in all My holy mountain, For the earth will be full of the knowledge of the Lord As the waters cover the sea." This has not yet been fulfilled. The wolf is not dwelling with the lamb, the calf and the lion are not together, nor are the cow and bear grazing together. The lion is not eating straw like an ox. Nursing children are not playing in the dens of cobras. Interesting Quotes from Brigham Young the Second Prophet of the Mormon Church Brigham Young said your own blood must atone for some sins. "There is not a man or woman, who violates the covenants made with their God, that will not be required to pay the debt. The blood of Christ will never wipe that out, your own blood must atone for it . . . " (Journal of Discourses, Vol. 3, page 247; see also, Vol. 4, pp. 53-54, 219-220.) Brigham Young said you must confess Joseph Smith as a prophet of God in order to be saved. "...and he that confesseth not that Jesus has come in the flesh and sent Joseph Smith with the fullness of the Gospel to this generation, is not of God, but is Antichrist." (Journal of Discourses, Vol. 9, p. 312). Brigham Young said his discourses are as good as Scripture. "I say now, when they [his discourses] are copied and approved by me they are as good Scripture as is couched in this Bible . . . " (Journal of Discourses, Vol. 13, p. 264; see also page 95.) Brigham Young said he had never given any counsel that was wrong. "I am here to answer. I shall be on hand to answer when I am called upon, for all the counsel and for all the instruction that I have given to this people. If there is an Elder here, or any member of this Church, called the Church of Jesus Christ of Latter-day Saints, who can bring up the first idea, the first sentence that I have delivered to the people as counsel that is wrong, I really wish they would do it; but they cannot do it, for the simple reason that I have never given counsel that is wrong; this is the reason." (Journal of Discourses, Vol. 16, page 161.) Brigham Young compared his sermons with scripture. "I know just as well what to teach this people and just what to say to them and what to do in order to bring them into the celestial kingdom...I have never yet preached a sermon and sent it out to the children of men, that they may not call Scripture. Let me have the privilege of correcting a sermon, and it is as good Scripture as they deserve. The people have the oracles of God continually." (Journal of Discourses, Vol. 13, p. 95.) Brigham Young said you are damned if you deny polygamy. "Now if any of you will deny the plurality of wives, and continue to do so, I promise that you will be damned." (Journal of Discourses, Vol. 3, p. 266). Also, "The only men who become Gods, even the Sons of God, are those who enter into polygamy." (Journal of Discourses, Vol. 11, page 269). Brigham Young said you can't get to the highest heaven without Joseph Smith's consent. "...no man or woman in this dispensation will ever enter into the celestial kingdom of God without the consent of Joseph Smith." (Journal of Discourses, Vol. 7, p. 289). Brigham Young said God was progressing in knowledge. "God himself is increasing and progressing in knowledge, power, and dominion, and will do so, worlds without end." (Journal of Discourses, Vol. 6, p. 120). Brigham Young boasted. "What man or woman on earth, what spirit in the spirit-world can say truthfully that I ever gave a wrong word of counsel, or a word of advice that could not be sanctioned by the heavens? The success which has attended me in my presidency is owing to the blessings and mercy of the Almighty . . . " (Journal of Discourses, Vol. 12, p. 127). Brigham Young said that we are obligated to keep all the laws and ordinances of God. "Some of you may ask, ?Is there a single ordinance to be dispensed with? Is there one of the commandments that God has enjoined upon the people, that he will excuse them from obeying?' Not one, no matter how trifling or small in our own estimation. No matter if we esteem them non-essential, or least or last of all the commandments of the house of God, we are under obligation to observe them." (Journal of Discourses, Vol. 8, p. 339). Brigham Young said Jesus' birth was as natural as ours. "The birth of the Savior was as natural as the births of our children; it was the result of natural action. He partook of flesh and blood--was begotten of his Father, as we were of our fathers." (Journal of Discourses, Vol. 8, p. 115). Brigham Young said that God the Father and Mary 'do it.' "When the time came that His first-born, the Saviour, should come into the world and take a tabernacle, the Father came Himself and favoured that spirit with a tabernacle instead of letting any other man do it." (Journal of Discourses, Vol. 4, Page 218.) "The birth of the Savior was as natural as are the births of our children; it was the result of natural action. He partook of flesh and blood -- was begotten of his Father, as we were of our fathers." (Journal of Discourses, Vol. 8, page 115). Note: the late Bruce McConkie who was a member of the First Council of the Seventy stated "There is nothing figurative about his paternity; he was begotten, conceived and born in the normal and natural course of events..." (Mormon Doctrine, by Bruce McConkie, page 742.) Brigham Young said that Jesus was not begotten by the Holy Spirit "I have given you a few leading items upon this subject, but a great deal more remains to be told. Now, remember from this time forth, and for ever, that Jesus Christ was not begotten by the Holy Ghost." (Journal of Discourses, Vol. 1, page 51). Brigham Young taught that Adam was God. "Now hear it, O inhabitants of the earth, Jew and Gentile, Saint and sinner! When our father Adam came into the garden of Eden, he came into it with a celestial body, and brought Eve, one of his wives, with him. He helped to make and organize this world. He is Michael, the Archangel, the Ancient of Days! about whom holy men have written and spoken -- He is our Father, and our God, and the only God with whom we have to do. Every man upon the earth, professing Christians or non professing, must hear it, and will know it sooner or later." (Journal of Discourses, Vol. 1, page 50). Brigham Young made a false prophecy? "In the days of Joseph [Smith] it was considered a great privilege to be permitted to speak to a member of Congress, but twenty-six years will not pass away before the Elders of this Church will be as much thought of as the kings on their thrones." (Journal of Discourses, Vol. 4, page 40.) Brigham Young comments about blacks "You see some classes of the human family that are black, uncouth, uncomely, disagreeable and low in their habits, wild, and seemingly deprived of nearly all the blessings of the intelligence that is generally bestowed upon mankind....Cain slew his brother. Can might have been killed, and that would have put a termination to that line of human beings. This was not to be, and the Lord put a mark upon him, which is the flat nose and black skin." (Journal of Discourses, Vol. 7, page 290). "In our first settlement in Missouri, it was said by our enemies that we intended to tamper with the slaves, not that we had any idea of the kind, for such a thing never entered our minds. We knew that the children of Ham were to be the "servant of servants," and no power under heaven could hinder it, so long as the Lord would permit them to welter under the curse and those were known to be our religious views concerning them." (Journal of Discourses, Volume 2, page 172.) "Shall I tell you the law of God in regard to the African race? If the white man who belongs to the chosen seed mixes his blood with the seed of Cain, the penalty, under the law of God, is death on the spot. This will always be so." (Journal of Discourses, Volume 10, page 110.) Some of the Many Changes in the Book of Mormon Joseph Smith said "that the Book of Mormon was the most correct of any book on earth, and the keystone of our religion, and a man would get nearer to God by abiding by its precepts, than by any other book" (History of the Church, Vol. 4, page 461). Allegedly it was translated by the power of God. Nevertheless, it has some 4,000 changes in it. Some are mere spelling corrections, but others are significant changes. Why is this so if the book of Mormon was translated accurately by the hand of God? Why would the Mormon Church continue to change the work even after Joseph Smith's death? Following is a very small sample of the changes in the Book of Mormon. Check them out for yourself. 1830 Edition of the Book of Mormon1981 Edition of the Book of Mormon 1 Nephi 11:18"And he said unto me, Behold, the virgin which thou seest, is the mother of [. . . . ] God, after the manner of the flesh"And he said unto me: Behold, the virgin whom thou seest is the mother of the Son of God, after the manner of the flesh." 1 Nephi 11:21"And the angel said unto me, behold the Lamb of God, yea, even the [. . . . ] Eternal Father!...""And the angel said unto me: Behold the Lamb of God, yea, even the Son of the Eternal Father!..." 1 Nephi 11:32"...And I looked and beheld the Lamb of God, that he was taken by the people; yea, [. . . . ] the Everlasting God, was judged of the world...""...And I looked and beheld the Lamb of God, that he was taken by the people; yea, the Son of the everlasting God was judged of the world..." 1 Nephi 13:40"...and shall make known to all kindreds, tongues, and people, that the Lamb of God is [. . . . ] the Eternal Father and the Savior of the world...""...and shall make known to all kindreds, tongues, and people that the Lamb of God is the Son of the Eternal Father, and the Savior of the World..." 1 Nephi 19:20"...for had not the Lord been merciful, to shew unto me concerning them, even as he had prophets of old; [. . . . ] for he surely...""...for had not the Lord been merciful, to show unto me concerning them, even as he had prophets of old, I should have perished also." 1 Nephi 20:1 changed in 1964 ed."Hearken and hear this, O house of Jacob, which are called by the name of Israel, and are come forth out of the waters of Judah,[. . . . ] which swear...""Hearken and hear this, O house of Jacob, who are called by the name of Israel, and are come forth out of the waters of Judah, or out of the waters of baptism, who swear..." Mosiah 21:28 changed in 1964 ed."...king Benjamin had a gift from God, whereby he could interpret such engravings;...""...king Mosiah had a gift from God, whereby he could interpret such engravings;..." Alma 29:4"...yea, I know that he allotteth unto men, yea, decreeth unto them decrees which are unalterable, according to their wills...""...yea, I know that he allotteth unto men [ . . . .]according to their wills..." Alma 46:40"...because of the excellent qualities of the many plants and roots which God had prepared, to remove the cause of diseases which was subsequent to man by the nature of the climate.""...because of the excellent qualities of the many plants and roots which God had prepared to removed the cause of diseases, to which men were subject by the nature of the climate." 3 Nephi 3:23"And the land which was appointed was the land of Zarahemla, and the land which was between the land of Zarahemla and the land Bountiful.""And the land which was appointed was the land of Zarahemla [ . . . .] and the land Bountiful..." 3 Nephi 10:4"O ye people of these great cities which have fallen which are a descendant of Jacob; yea which are of the house of Israel; O ye people of the house of Israel, how oft have I gathered you...""O ye people of these great cities which have fallen, who are descendants of Jacob, yea, who are of the house of Israel, [. . . . ] how oft have I gathered you..." 3 Nephi 16:10"and thus commandeth the Father that I should say unto you at that day, When the Gentiles shall sin against my Gospel, and shall subject the fulness of my Gospel, and shall be lifted up...""And thus commandeth the Father that I should say unto you: At that day when the Gentiles shall sin against my gospel,[. . . . ] and shall be lifted up..." 3 Nephi 22:4"...for thou shalt forget the shame of thy youth, [. . . . ] and shalt not remember the reproach of thy widowhood any more.""...for thou shalt forget the shame of thy youth, and shalt not remember the reproach of thy youth, and shalt not remember the reproach of thy widowhood any more." Ether 9:2"...nevertheless, the Lord was merciful unto Omer, and also to his sons and to his daughters, which were not, or which did not seek his destruction.""Nevertheless, the Lord was merciful unto Omer, and also to his sons, and to his daughters [. . . . ] who did not seek his destruction." (more...)

Tags:   Resolved Question Mormons respectfully youDO

* execution of Charles I * declaration of war with Spain * declaration of war with France * civil war between the Cavaliers and Puritans * the Seven Years' War * beginning of the French Revolution * Restoration * James II flees England; William and Mary bring the Glorious Revolution * signing of the American Declaration of Independence (more...)

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I didn't want this to sound as a rant. I only wanted those who do not understand these books or who do not have them in their Bibles.....to seek and read them . (more...)

Tags:   Resolved Question try DEUTEROCANONICAL BOOKS

I'm doing some digital restoration on this old painting and would like to know something of it's origin. All I know is that it is of the Virgin Mary, Jesus Christ and John the Baptist, it is thought it might be of Flemish origin, but that's all. http://i251.photobucket.com/albums/gg282/ronbevan/Painting012copy.jpg (more...)

Tags:   Resolved Question identify painting

To all Protestants and other non-Catholics claiming to be followers of Christ: Take this simple test to see if your church is truly a biblical church! (1) "And they shall bring all your brethren out of all nations for a gift to the Lord, upon horses, and in chariots, and in litters, and on mules, and in coaches, to my holy mountain Jerusalem, saith the Lord, as if the children of Israel should bring an offering in a clean vessel into the house of the Lord. And I will take of them to be priests, and Levites, saith the Lord." (Isaias 66:20-21) The Old Testament prophesies that in the New Covenant, there will be a ministerial priesthood. Does your church have a ministerial priesthood? (2) "And in those days cometh John the Baptist preaching in the desert of Judea. And saying: Do penance: for the kingdom of heaven is at hand." (St. Matthew 3:1-2) The bible describes the Church as a kingdom, a monarchy. Does your church resemble a monarchy? A democracy? Anarchy? (3) "For from the rising of the sun even to the going down, my name is great among the Gentiles, and in every place there is sacrifice, and there is offered to my name a clean oblation: for my name is great among the Gentiles, saith the Lord of hosts." (Malachias 1:11) The Old Testament prophesies that in the New Covenant, a "clean" (pure) oblation and sacrifice will be offered up from East to West. Does your church offer up a spotless sacrifice and oblation when it meets? (4) "And when thy days shall be fulfilled, and thou shalt sleep with thy fathers, I will raise up thy seed after thee... He shall build a house to my name, and I will establish the throne of his kingdom fore ever." (2 Kings [2 Samuel] 7:12-13) "And my servant David shall be king over them, and they shall have one shepherd." (Ezechiel 37:24) "Behold thou shalt conceive in thy womb and shalt bring forth a son: and thou shalt call his name Jesus... And the Lord God shall give unto him the throne of David his father." (St. Luke 1:31-32) "But you are come to mount Zion and to the city of the living God, the heavenly Jerusalem, and to the company of many thousands of angels." (Hebrews 12:22) The Bible teaches that Jesus came to restore the Davidic Kingdom, and to elevate it to a heavenly plane. Does your church manifest this restoration of the Davidic Kingdom? (5) "And it shall come to pass in that day, that I will call my servant Eliacim the son of Helcias, and I will clothe him with thy robe, and will strengthen him with thy girdle, and will give thy power into his hand: and he shall be as a father to the inhabitants of Jerusalem, and to the house of Juda. And I will lay the key of the house of David upon his shoulder: and he shall open, and none shall shut: and he shall shut, and none shall open." (Isaias 22:20-22) The Bible teaches that the Davidic Kingdom which Jesus restored includes a Prime Minister, one who holds "the key of the house of David," who is given "power," who is "as a father" to the citizens of the kingdom. Does your church acknowledge such a Prime Minister, and the authority of the keys? (6) "And Jesus said to them: Amen I say to you, that you who have followed me, in the regeneration, when the Son of man shall sit on the seat of his majesty, you also shall sit on twelve seats judging the twelve tribes of Israel." (St. Matthew 19:28) The Bible teaches that this restored Davidic Kingdom has princes that rule over the kingdom. Does your church acknowledge these princes? (7) "Then Bethsabee came to king Solomon, to speak to him for Adonias: and the king arose to meet her, and bowed to her, and sat down upon his throne: and a throne was set for the king's mother, and she sat on his right hand. And she said to him: I desire one small petition of thee; do not put me to confusion. And the king said to her: My mother ask, for I must not turn away thy face." (3 Kings [1 Kings] 2:19-20) "And Roboam, the son of Solomon, reigned in Juda... And his mother's name was Naama, an Ammonitess." (3 Kings [1 Kings] 14:21) "Now in the eighteenth year of the reign of Jeroboam, the son of Nabat, Abiam reigned over Juda... the name of his mother was Maacha, the daughter of Abessalom." (3 Kings [1 Kings] 15:1-2) "So in the twentieth year of Jeroboam, king of Israel, reigned Asa, king of Juda... His mother's name was Maacha, the daughter of Abessalom." (3 Kings [1 Kings] 15:9-10) The Bible teaches that the Davidic Kingdom includes the office of the Queen Mother. Does your church acknowledge the Queenship of the Mother of the King? (8) "But if I tarry long, that thou mayest know how thou oughtest to behave thyself in the house of God, which is the church of the living God, the pillar and ground of the truth." (1 Timothy 3:15) The Bible teaches that the Church is the "pillar and ground of the truth." Does your church teach this elevated authority of herself? (9) "Therefore, brethren, stand fast: and hold the traditions, which you have learned, whether by word or by our epistle." (2 Thessalonians 2:14) The Bible teaches that apostolic tradition is to be held to, whether it comes by "epistle," or by "word." Does your church hold to both written as well as oral traditions? (10) "And Mary said... for behold from henceforth all generations shall call me blessed." (St. Luke 1:46, 48) The Bible teaches that all generations will call Mary "blessed." Does your church encourage you to bless the Mother of God? If your answer to any of these questions is NO, then you better become Catholic now! (more...)

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Yes, he did. Its was written in the Bible of the 1300"s to the middle of the 1900" . Today its mention alittle. From the gospels. Jesus did wishes the bad people as they should have done penance long ago, so that they can avoid everlasting kingdom of Hell. If you to pray and do daily penance. Fr. W Young suggest as you can offer 10 Hail Mary daily for pray and penance for the complete restoration for traditional latin mass everywhere for the salvation of those who need this mass as the Pope is in favor of it but there are people who are against it. This prayer and penance daily will heal the wounds of hate in their heart and allowing people and priests to attend the traditional latin mass daily with equal right and freedom. Today,most of priests and etc do not talk about prayer and penance anymore If you want to do daily penance and prayer as you can, this will get your whole self on the narrow road into everlasting life. This what many Roman Catholic doctors and saints have taught. (more...)

Tags:   Resolved Question Roman Catholic Jesus mention prayer penance bible

NEW SOUTH WALES SUPREME COURT CITATION: Ehsman v Nutectime International [2006] NSWSC 887 CURRENT JURISDICTION: Equity FILE NUMBER(S): 5189/05 HEARING DATE{S): 31 March 2006 DECISION DATE: 01/09/2006 PARTIES: Patricia Mary Ehsman (P/A) Nutectime International Pty Ltd (D1/R1) David Neilan Brady (D2/R2) Francis Joseph Frasca (D3/R3) David Bruce Paix (D4/R4) Timentel Pty Ltd (D5) JUDGMENT OF: Austin J LOWER COURT JURISDICTION: Not Applicable COUNSEL: R Harper SC (P/A) M J Cohen (D1-4/R1-4) SOLICITORS: McDonald Johnson (P/A) Sparke Helmore (D1-4, R1-4) CATCHWORDS: CORPORATIONS - statutory derivative action - application by 35% shareholder/director to bring derivative proceedings after company's assets were transferred to a company from which the applicant is excluded - inadequacies of proposed points of claim - whether those inadequacies prevent the court from determining the application under s 237 - distinction between personal and derivative claims - whether court is satisfied concerning good faith, best interests of company and serious question to be tried - ancillary order for applicant to indemnify company with respect to costs of derivative proceedings - considerations relating to the bringing of derivative and personal claims in single proceedings ACTS CITED: Corporations Act 2001 (Cth) ss 180-184, 232, 236-242 DECISION: See under heading "Conclusions" JUDGMENT: IN THE SUPREME COURT OF NEW SOUTH WALES EQUITY DIVISION CORPORATIONS LIST AUSTIN J FRIDAY 1 SEPTEMBER 2006 5189/05PATRICIA MARY EHSMAN V NUTECTIME INTERNATIONAL PTY LTD & 4 ORS JUDGMENT 1HIS HONOUR: Before me is an application by the plaintiff, Mrs Ehsman, for leave under s 237 of the Corporations Act 2001 (Cth) to bring proceedings on behalf of the fifth defendant company, Timentel, by filing and serving a further amended originating process and amended points of claim. 2 , 3, 4, 5 and 6 Deleted The plaintiff's case 7The parties agree that Mr Brady and Mr and Mrs Ehsman came together in a business venture before Timentel was formed. Mrs Ehsman owned some patents for a split face wristwatch display, and she wished to exploit them commercially. Mr Brady had some marketing experience. There are disagreements about the commercial utility of Mrs Ehsman's patents, and as to the precise terms of their arrangements, which need not be resolved for present purposes. It is common ground that they respectively brought to the business of Timentel, when it was formed in 1998, the patents (such as they were) and a measure of marketing/commercial input. 8When Timentel was formed, Mrs Ehsman granted it a licence over her patents, for no consideration (although she received shares in the licensee entity). There is disputed evidence as to whether, as Mrs Ehsman asserts, she entered into the licence agreement in reliance on the assumption, encouraged by Mr Brady, that the licence would always be held by a company in which she would be a director and shareholder. The licensee's interest in the licence agreement was assignable. Mrs Ehsman claims, and the defendants deny, that it was a term and condition of the licence agreement that the licence would not be assigned by Timentel to a company in which Mrs Ehsman was not a shareholder and director. 9Initially the only shareholders were the Ehsmans and Mr Brady, and Mr Brady and Mrs Ehsman were the directors. Mr Brady's evidence is that he devoted very considerable time and effort, and expense, to travelling to Europe to negotiate for the commercial exploitation of the split face wristwatch display. According to him, the people he consulted in Europe told him that Mrs Ehsman's patents were just concepts and it would be necessary to work out the most efficacious interior wristwatch mechanisms to support the split face. That is disputed by Mrs Ehsman. But it is clear enough that Mr Brady did do some amount of developmental/marketing work in Europe, the cost of which was shared or partly shared with the Ehsmans. 10Mr Brady's evidence is that he came up with the idea of having movements in each half of the split face watch case for the forward and return hand movements, all controlled by an electronic integrated circuit, and that Mr Claude Ray, an experienced watchmaker, carried out the necessary design work. The eventual product, which he called a "hinged electronic watch", was based on ideas that were fundamentally different, he said, from Mrs Ehsman's patents. These matters are contested. 11Mr Brady said he negotiated a development agreement with Mr Ray's company, using a company with which he was associated, Renaissance Management, for that purpose. In turn he caused Renaissance Management to enter into an agreement with another company with which he was associated, DNB Global Corporation (registered in the Philippines), which made advance payments to Mr Ray's company. At a final hearing of this case it will be necessary to explore these corporate relationships and their purpose, and to understand better the nature of Mr Brady's interests. DNB Global appears to bear his initials, but there is some evidence that he is just one of five directors and is indirectly a shareholder. DNB Global is important in this case because, according to Mr Brady, it incurred substantial expenses through payments for development work, for which Timentel reimbursed it out of monies borrowed by Timentel from Mr Brady, Mr Frasca and Mr Paix. But Mrs Ehsman questions whether loans were ever in fact made by those three directors. 12Mr Brady said the development of the hinged electronic watch was very expensive and under the arrangements between them, Ms Ehsman was to contribute to that development. He alleges that she defaulted in that obligation. He claims that by March 2005 she owed and had not paid about $86,000. That is contested. According to Mr Brady, the development was eventually successful and the hinged electronic watch is protected by patents in various countries, procured at a cost to DNB Global, recoverable from Timentel. 13In about June 2002 Ms Ehsman and Mr Brady decided to bring in two other parties, namely Mr Frasca and Mr Paix. There is quite a bit of evidence, not all consistent, about the circumstances in which Mr Frasca and Mr Paix were invited into the company. What is clear is that Mr Frasca and Mr Paix joined the board of directors and acquired shares, they provided some capital, and in due course they sided with Mr Brady and against Mrs Ehsman. After they joined the board, the company's issued 100 ordinary shares were divided as follows: Mr Brady 35 shares, Mr and Mrs Ehsman 35 shares, Mr Frasca 15 shares, and Mr and Mrs Paix 15 shares. 14During 2002, it seems, Mrs Ehsman visited Europe and met with one of Mr Brady's contacts, Manuel Spode of Les Artisans Horlogers. There is conflicting evidence as to what happened at the meeting. Mr Frasca gives evidence in his affidavit that the meeting led to Mrs Ehsman being criticised by the other directors for intervening secretly without the board's authority, and for her suspicious approach. Mr Frasca also says that at a meeting he had with Mr and Mrs Ehsman in 2003, they told him that they were determined to bring Mr Brady down. These matters are also disputed. Nevertheless it appears that, some time after Mr Frasca and Mr Paix arrived on the board, if not earlier, the relationship between Messrs Brady, Frasca and Paix, on the one hand, and the Ehsmans, on the other hand, deteriorated. By now the relationship has completely broken down. 15There is a considerable amount of correspondence in evidence, and minutes of board meetings. I shall not describe this material in detail here. The correspondence shows that at least since early 2005, Mrs Ehsman has been concerned about verifying payments allegedly due by Timentel to DNB Global, and also about the financial management of Timentel more generally. The evidence is that the only bank account of Timentel has been relatively dormant at times when, the defendants allege, Timentel made payments to DNB Global. Mrs Ehsman's solicitors have written to Timentel's solicitors about these matters. 16Mr Brady claims that by about May 2005 there was a pressing need for capital for Timentel, to pay invoices to DNB Global of about $216,000 and certain other smaller debts. It appears that at this time Mr Brady, Mr Frasca and Mr Paix developed a proposal to lend Timentel up to $246,000 for a term of 60 days with interest of 17% compounding monthly, secured by a registered charge. Mrs Ehsman asked the copies of the draft loan facility and charge documents but received them only after they had been executed. A board meeting attended by Mr Brady, Mr Frasca and Mr Paix, but not Mrs Ehsman, on 9 May 2005 approved the loan proposal and authorised execution of the documents. Mr Brady, Mr Frasca and Mr Paix, acting as directors of the company, purported to authorise the company to enter into the loan facility and charge agreements in which they were the counterparties, without the consent of the other director/shareholder, Ms Ehsman. 17The defendants claim that the loan facility was drawn down and the money was used directly for payment of outstanding debts of Timentel, rather than for deposit into Timentel's bank account. Mrs Ehsman, by her solicitor, sought to verify the making of the loan but she says she has not received proper documentation. The evidence includes minutes of the board meeting of DNB Global on 18 August 2005, at which the directors of that company confirmed that the company had been paid for certain invoices, but the evidence is incomplete because, for example, the identity of the paying entity is not given. 18On 11 July 2005 Messrs Brady, Frasca and Paix as lenders made a formal notice of demand for payment to Timentel of an amount of about $247,000. But they gave the company a limited extension of time to repay. Mrs Ehsman's solicitors alleged in correspondence that any attempt to enforce the charge would render it void under s 267 of the Corporations Act, because the chargees were "relevant persons" for the purposes of that section. 19The security was not enforced but instead, at some stage it was proposed that the company would enter into an asset sale agreement and a deed of assignment of the licence, in favour of the other three directors or their vehicle, for a price supported by a valuation by Les Artisans Horlogers. In correspondence, Mrs Ehsman's solicitors endeavoured unsuccessfully to obtain information about the valuation - indeed, they approached the valuer directly without success. They alleged that the valuation did not cover all of the assets sold. They strenuously opposed the proposed transaction, on several grounds including that the transaction would be in breach of the contractual arrangements and understandings between Mrs Ehsman and the other three directors. 20Nutectime was formed in August 2005. The directors are Mr Brady, Mr Frasca and Mr Paix. The company has issued 100 ordinary shares. Mr Brady owns 60 shares, Mr Frasca owns 20 shares in Mr and Mrs Paix own 20 shares. Mr and Mrs Ehsman do not hold any shares. 21The asset sale agreement and the deed of assignment of licence were entered into by Timentel and Nutectime on 2 September 2005. The transaction was considered at a board meeting not attended by Mrs Ehsman. Messrs Brady, Frasca and Paix went through a procedure of formally disclosing their interest in the purchaser but then they proceeded, purporting to act as directors of the company, to approve the transaction. It appears that the contract was made and completion took place on the same day. The total sale price $277,000. According to Timentel's solicitors, the sale proceeds were used to pay out and discharge the charge over the company's assets. That appears to have meant that the bulk of the sale proceeds were directed to Mr Brady, Mr Frasca and Mr Paix. It is not clear from the evidence whether there was any actual movement of money. 22Up until May 2005 Mrs Ehsman had been a director and (with her husband) substantial shareholder of Timentel, which was the licensee for no consideration of her patents. On one view, the company owed a substantial amount of money to DNB Global, but it had procured substantial development work for its split face watch design. Any profits from the realisation of that development work would have come to Timentel, and Mr and Mrs Ehsman would have had a 35% interest in those profits. After 2 September 2005, Mrs Ehsman was still a director of Timentel and Mr and Mrs Ehsman remained 35% shareholders. But the company's substantial assets, and any prospect it may have had of earning profits from the development of the split face watch, had gone. Mrs Ehsman was still the licensor of her patents, but she was entitled to receive no consideration for the licence. The new licensee, Nutectime, was a company in which she had no interest, and that company had acquired Timentel's assets and any profit-making opportunity relating to the split face watch. The controllers and shareholders of Nutectime were her fellow directors and shareholders of Timentel. The draft APC and draft FAOP 23From this brief account it appears that if Mrs Ehsman could substantiate her allegations, this would be a case of self-dealing by her co-directors to her considerable disadvantage, and unauthorised diversion of a corporate opportunity. Experience shows that in such cases it is important for the plaintiff to identify with particularity the precise duties said to have been breached and the circumstances of the breach. That is important in the interests of clarity of presentation of the plaintiff's case, and to ensure that the defendant is not surprised by having to meet a case at trial different from what she had been led to expect. These considerations strongly suggest that in such a case, the plaintiff should proceed by statement of claim. Where the plaintiff is proceeding in her own right, invoking the oppression remedy, and also seeking to assert the company's rights in a derivative action, the need for clarity of pleading is especially strong. 24 Deleted 25I have endeavoured to identify those allegations that relate to some right of Timentel, and distinguish them from allegations relating to some right of Mrs Ehsman personally. In summary, for reasons given below, paras 7, 18-21, 22, 23-26, and 27-29 (and the claims to relief in paras 1-5, perhaps 7, and 8) of the draft APC are claims made on behalf of Timentel, and paras 8-16, 17, 30 and 31 (and claims to relief in para 6 and perhaps 7) are claims made by Mrs Ehsman personally. 26It is important to maintain the distinction between derivative and personal claims in the interests of clarity. But nothing in Part 2F.1A requires that a derivative action be in a separate proceeding in which no personal claims are made by the person who has carriage of the proceeding. For example, in Fiduciary Ltd v Morningstar Research Pty Ltd (2005) 53 ACSR 732 the plaintiffs were an individual and corporate plaintiffs, and leave was granted under s 237 so as to permit the individual plaintiff (who was a shareholder and officer of the corporate plaintiffs) to assert the rights of the companies in a proceeding in which he also asserted rights of his own. The combination of corporate and personal claims was not unlike the combination of claims in the present case, though the pleading was by an elaborate statement of claim. In that case, and here, the asserted derivative and personal rights arise to a large degree out of the same alleged facts. 27Here the sole plaintiff is Mrs Ehsman, and Timentel is a defendant. It is not proposed that Timentel should become a plaintiff if s 237 leave is granted, because Timentel is properly a defendant to some of Mrs Ehsman's claims. Nor is it proposed that the derivative action be constituted as a separate proceeding, because there are substantially overlapping facts concerning the derivative and personal claims, which should therefore be heard together. Section 236(2) says that proceedings brought on behalf of a company must be brought in the company's name. But there is now a substantial line of decisions holding that, despite the literal wording of s 236(2), leave under s 237 can be given where the company is a party to the proceeding as a necessary defendant in respect of other claims, without requiring the company become a plaintiff or insisting that the derivative action be brought in a separate proceeding: see especially Keyrate Pty Ltd v Hamarc Pty Ltd (2001) 38 ACSR 396, per Santow J at [18]-[19]; Metyor Inc v Queensland Electronic Switching Pty Ltd (2002) 42 ACSR 398, per McPherson JA at [14]-[15]; Charlton v Baber (2003) 47 ACSR 31, per Barrett J at [5]. 28I turn now to consider the draft APC, paragraph by paragraph. 29After preliminary allegations, para 7 of the draft APC asserts that by reason of their appointment as directors of Timentel, Mr Brady, Mr Frasca and Mr Paix owed Timentel various duties. There is a list of the standard duties of directors. The list reflects ss 180, 181, 182 and 183 of the Corporations Act, and also a duty to act honestly in the exercise of their powers and the discharge of their duties as directors (a formulation no longer found in the statute). [deleted latter part of paragraph] 30Having made allegations about the defendants' duties as directors of Timentel, the draft APC (paras 8-16) makes allegations about the licence agreement, leading to the assertion that the purported sale by Timentel to Nutectime of its rights under the licence agreement was in breach of the licence agreement. That is a personal claim by Mrs Ehsman against Timentel (and no other defendant) for breach of contract. It is not a claim for breach of any duty owed to Timentel. 31Para 17 pleads that, by reason of matters pleaded in paras 8-11, the first to fourth defendants are estopped from asserting that Timentel was entitled to sell or assign to the first defendant the rights of Timentel under the licence agreement. This was said to arise because Mrs Ehsman entered into the licence agreement in reliance on the assumption, encouraged by Mr Brady, Mr Frasca and Mr Paix, that the licence would always be held by a company of which she was a director and shareholder. Clearly the allegation of estoppel is made for the benefit of Mrs Ehsman personally rather than to vindicate some right or interest of Timentel. The document does not reveal how the allegation can be made against any defendant other than Mr Brady, given that the assumption is said to have been created and acted upon at the time of the licence agreement, which was made well before Mr Frasca and Mr Paix became involved. 32Paras 18-21 make allegations about breaches of duties owed by the other three directors to Timentel. They allege that Timentel did not receive any of the proceeds of sale of assets, or received only part of the proceeds, and Messrs Brady, Frasca and Paix received those proceeds or part of them. It is claimed that their conduct in receiving those proceeds constituted a breach of all of the duties pleaded in paragraph 7. I find it impossible to justify that claim, with respect to some of the duties identified in para 7, even taking into account the "particulars" to para 21. Moreover, the mere assertion that Timentel did not receive proceeds of sale and the other three directors did (even when the "particulars" to para 21 are added) cannot, per se, establish a breach of any of the duties identified in para 7. These allegations fall well short of a proper pleading. 33Para 22 alleges that by reason of the matters alleged in certain other paragraphs, Messrs Brady, Frasca and Paix have been unjustly enriched as a result of breach of the duties referred to in para 7. Presumably this is intended to establish a ground of recovery for Timentel. Again, the precise matters that might constitute unjust enrichment have not been adequately pleaded and, moreover, it is not easy to see why para 22 combines breach of directors' duties with unjust enrichment. 34Paras 23-26 make allegations against Nutectime, intended to support orders declaring void and setting aside the purported sale of assets or requiring Nutectime to hold the assets in trust for Timentel. These paragraphs seem to assert some entitlement to relief on the part of Timentel rather than Mrs Ehsman, although the remedies would obviously operate for her benefit as well. The precise foundation of the remedies is not clear. The drafter has not invoked the equitable principles concerning accessory liability for breach of trust with any specificity or clarity. To the extent that entitlement to the relief is said to arise out of Nutectime being "knowingly concerned in the breach" there is a suggestion of statutory accessory liability, but the statutory directors' duties do not create any accessory civil reliability for being knowingly concerned in the primary breach. There is "accessory" liability under the statute for de facto and shadow directors, but the allegations in the draft APC do not in terms invoke that liability. 35Paras 27-29 allege that the deed of charge dated 9 May 2005 is void and should be set aside because Timentel did not receive the benefit, or received only part of the benefit, of the money purported to be advanced. This seems to be the assertion of rights of Timentel rather than Mrs Ehsman personally. A deed of charge merely provides security for advances made under some other arrangement such as a loan facility agreement. It is not easy to see why the fact (if it be so) that the chargor did not receive the benefit of loan monies purported to be advanced under a loan facility agreement should, per se, lead to the consequence that the security for the loan is void. If the charge is security for money advanced under a loan facility agreement, and no money is advanced to the chargor, then nothing is secured by the charge but the charging instrument is nevertheless valid. 36Para 30 contends that the other three directors repeatedly failed or refused to furnish information to Mrs Ehsman relating to the affairs of Timentel. Particulars are given. As expressed, this is an allegation of breach of duty to Mrs Ehsman rather than Timentel. There is no allegation of any particular duty but it seems that the drafter had in mind either or both of the statutory rights of a director to gain access to certain information under ss 198F and 290, or the director's general law right of access to the information needed to discharge her fiduciary duty (eg Edman v Ross (1922) 22 SR(NSW) 351). A director seeking to assert those rights is not required to show that inspection is sought in good faith and for a proper purpose, whereas a shareholder seeking inspection under s 247A must do so. Para 30 is not clear enough. 37Para 31 asserts that, by reason of the matters asserted, the other three directors have conducted the affairs of Timentel in a manner oppressive to, unfairly prejudicial to or unfairly discriminatory against Mrs Ehsman, or contrary to the interests of the members as a whole, contrary to s 232. Mrs Ehsman has personal standing to complain under that provision. The difficulty with para 31 is that it relies globally on all of the other allegations, some of which do not seem to be pertinent (for example, the pleadings against Timentel itself based on breach of contract and against Mr Brady based on estoppel). It should be re-formulated with more precision. 38 Deleted 39The draft FAOP contains the same claims for relief as the draft APC, and therefore suffers from the defects just noted. It also contains a prayer for an order under s 237. This is inappropriate, given that the interlocutory application presently under consideration seeks a s 237 order and also leave to file the FAOP, so that the question of s 237 leave will have been addressed before the FAOP is filed. Further, in the draft FAOP the application is said to be made pursuant to ss 232, 236 and 237. Sections 236 and 237 do not need to be mentioned, for the reason just given, and s 232 appears from the draft APC to be only one of the statutory provisions under which relief is sought, the others being the various directors' duties provisions. 40My conclusion is that the draft APC and the draft FAOP are seriously defective, and therefore I shall not accede to Mrs Ehsman's application for leave to file and serve them in their present form. What is needed is a carefully considered pleading by statement of claim. However, my view is that the draft APC identifies in broad terms, though imprecisely and at times in a confused way, some derivative and personal causes of action that emerge on Mrs Ehsman's account of the evidence. The causes of action are: (A)a personal claim by Mrs Ehsman against Timentel for breach of contract arising out of Timentel's purported sale and assignment to Nutectime, sounding in damages (paras 8-16); (B)a personal claim by Mrs Ehsman against Mr Brady based the allegation that at the time of the making of the licence agreement he encouraged her to assume that the licence would always be held by a company of which she was a director and shareholder - though the appropriate remedy, if this ground is established, is debatable (para 17); (C)claims by Timentel against Messrs Brady, Frasca and Paix for breach of ss 182 and 183 and their general law duty to avoid conflicts of interest, by virtue of their self-dealing in the loan and security transactions and then the sale and assignment transactions, leading an order for an account of profit or an order setting aside the transactions, or a compensation order under s 1317H (paras 18-21 and 22); (D)a claim by Timentel against Nutectime for accessory liability under equitable principles which apply to a person who assists in a breach of fiduciary duty or receives property transferred in breach of duty, leading to an order requiring Nutectime to hold acquired property on trust or to account as a constructive trustee (paras 23-26); (E)a personal claim by Mrs Ehsman against the other three directors asserting infringement of her right of access as a director to information of Timentel, under the general law and perhaps under ss 198F and 290, leading to an order for access or to restrain obstruction (para 30); (F)a personal claim by Mrs Ehsman for relief under the "oppression" remedy in s 232, arising out of specifically pleaded facts and circumstances, leading to a range of possible remedies to address the oppressive or unfair conduct (para 30). 41I am not persuaded that there is any viable course of action underlying paras 27-29. 42I think the appropriate course is to dismiss the application for leave to file and serve the amended points of claim, and to direct Mrs Ehsman to file and serve a statement of claim to give effect to her personal and derivative claims having regard to these reasons for judgment. 43Section 237 authorises the court to grant leave to permit a person to bring proceedings on behalf of a company. Part 2F.1A does not explain the word "proceedings" or give any direct indication of the level of specificity of pleaded allegations and prayers for relief that the applicant for leave must achieve. Typically the applicant will provide the court with a draft statement of claim or (as here) points of claim, or some other document giving particulars of the derivative claims. But in my view it cannot be the case that a full statement of the derivative claims must be presented before the court can consider and determine a leave application. Were that to be required, any subsequent amendments to the pleaded case would need to be treated as a leave application under s 237 to which the criteria in s 237(2) would have to be applied. That, in my view, would be an unnecessary burden for case management. 44In my opinion the applicant for leave must identify and describe the proposed proceedings with sufficient precision that the court can properly assess the application having regard to the criteria that it is required to consider under s 237(2), and the opponents can respond to the application in terms of those criteria. That may be achieved by presenting the court with a draft pleading, but it may be achieved in other ways such as by outlining the claims in affidavit evidence. It is not hard to envisage an application that falls so far short of identifying the derivative causes of action to be asserted that the court is left unable to assess, for example, whether it is in the best interests of the company that the applicant be granted leave, and whether there is a serious question to be tried. Here, however, Mrs Ehsman has done enough in her draft points of claim (defective though they are) and in the voluminous evidence that has been adduced, to permit me to identify the causes of action broadly described in paragraphs (A)-(F) above, of which paras (C) and (D) are derivative claims. I am able to consider the application for leave under s 237 as an application for leave to bring proceedings on behalf of Timentel by a statement of claim that would assert the causes of action identified in paras (C) and (D) and seek appropriate equitable and statutory relief. The requirements for leave to bring a derivative action 45Section 236(1)(a) allows a member or officer, inter alios, to bring proceedings on behalf of the company with the court's leave. Ms Ehsman has standing both as a member and an officer of Timentel. 46Under s 237(2) the court is required to grant the application for leave if it is satisfied of five matters set out in subparagraphs (a) to (e). Subsection 237(3) and (4) establish a rebuttable presumption that the granting of leave is not in the best interests of the company in certain circumstances, but it is agreed that those circumstances have no application to the present case. There is no suggestion of the members of the company purporting to ratify or approve the conduct of the other three directors, so as to invoke s 239. 47Of the five matters that the court must address under s 237(2), the parties agree that the notice requirement in subparagraph (e) has been satisfied here. The defendants did not concede, in terms of subparagraph (a), that it is probable that the company will not itself bring the proceedings, or properly take responsibility for them, or for the steps in them. However, the evidence before me plainly establishes that this criterion is satisfied, in respect of proceedings to pursue any derivative claims of the kind identified at paras (C) and (D) above. Timentel is under the control of the other three directors, who are acting together in respect of the company's dealings with Mrs Ehsman. The other directors (and spouse, in the case of Mr Paix) are the majority shareholders. They have caused the assets of Timentel to be passed to Nutectime, a company in which they but not Ms Ehsman are the directors and shareholders. They have asserted, in answer to the present application, both on their own behalf and on behalf of Timentel, that there is no foundation for derivative claims to be brought. It is clear from their attitude, revealed in the evidence and upon the application, that they would not authorise the company to bring such proceedings. 48That leaves for consideration subparagraphs (b), (c) and (d) of s 237(2). In their submissions, the parties referred me to a substantial number of decided cases. It seems to me, however, that the courts' approach to these subparagraphs has become relatively clear in the course of decisions, and it is unnecessary for me to refer to authorities extensively. Additionally, I have reached the conclusion that this is a plain case in which all three criteria have been established, and that extensive exposition is unnecessary. Good faith 49In the Swansson case, Palmer J expressed the opinion at least two questions are generally relevant to this issue: namely, whether the applicant honestly believes that a good cause of action exists and has reasonable prospects of success; and whether the applicant is seeking to act in a derivative capacity for such a collateral purpose as will amount to an abuse of process. This approach has been followed frequently in subsequent cases. I was referred, inter alia, to the discussion by Brereton J. in Maher v Honeysett & Maher Electrical Contractors Pty Ltd [2005] NSWSC 859, at [30]. 50The evidence shows that Mrs Ehsman believes that a derivative action exists which has reasonable prospects of success. She has given sworn evidence in para [24] of her affidavit of 9 December 2006 to the effect that the company has a good cause of action with reasonable prospects of success for the claims that she outlines. I can see no proper basis in the evidence for doubting that this belief is honest. The highest the evidence goes is in the affidavit of Mr Frasca, where he deposes to a discussion with Mr and Mrs Ehsman in 2003 in which, on his version of it, they conveyed an implacable desire to destroy Mr Brady. But that evidence is contested and in any event, if accepted, it would not point to any lack of honesty in Mrs Ehsman's belief at the present time of her prospects of success in a derivative action. 51Mr Frasca's evidence might be taken to point to a collateral purpose on the part of Mrs Ehsman. But the evidence, if accepted, relates to a conversation some years ago, and the assertion of a collateral purpose is inconsistent with Mrs Ehsman's affidavit evidence. It seems to me that if Mrs Ehsman succeeds in making out her factual contentions, there is a plausible derivative action along the lines of paras (C) and (D) above. If such a derivative action is pursued successfully it will have a beneficial effect on the position of Mrs Ehsman in Timentel. Those conclusions, arising out of the evidence as a whole, makes it difficult to maintain that Mrs Ehsman's purpose in pursuing the derivative cause of action is a collateral one. As Brereton J remarked in Maher v Honeysett (at [33]), the objective facts and circumstances speak louder than an applicant's words about her honesty and purpose, and here the objective facts and circumstances, supported by much evidence, are reasonably eloquent. 52My conclusion is that Ms Ehsman has succeeded in satisfying me that she is acting in good faith for the purposes of s 237(2)(b). Best interests of the company 53In Maher v Honeysett, at [44], Brereton J observed that the phrase "best interests" directs attention to the company's separate and independent welfare, a notion that imports the familiar concept of the interests of the company as a whole. Here it is unnecessary to investigate the qualifications to that proposition arising where the company is insolvent or near to insolvency. In the present case Mrs Ehsman's pursuit of derivative claims will, if she is successful, enure to her benefit, as I have explained. 54As Brereton J pointed out (at [45]), "the existence in an applicant of a personal interest in the outcome of a proposed derivative action, or even of a personal animus against the company or other members of it, cannot be significant, let alone decisive, because they are usual concomitants of the types of disputes which lead to derivative actions, and few if any such actions would be brought but for personal interest on the part of the relevant applicant and in the absence of animus against the company or other shareholders". I respectfully agree. The fact that Mrs Ehsman has a personal interest in the outcome of Timentel's derivative claims, and even the existence of personal animus against Mr Brady (if Mr Frasca's disputed evidence is excepted), are not matters standing in the way of the conclusion that the pursuit of the derivative claims is in the best interests of Timentel. 55Relief having the effect of returning Timentel's assets or their beneficial ownership to the company cannot be obtained by Mrs Ehsman 's pursuit of personal claims (except perhaps through some creative orders on the "oppression" ground). The most direct and obvious way of recovery of the property is for Timentel to assert claims for recovery orders derivatively through Mrs Ehsman. If those claims are successful the result will be orders for the restoration of Timentel's property, an outcome which will be in the best interests of the company, although obviously not in the best interests of the majority shareholders. 56In my view it is appropriate for the derivative claims to be pursued in proceedings in which Mrs Ehsman also asserts personal claims, provided that great care is taken to distinguish the two categories of claims and the ingredients of the case to prove each category. I hope that a first step along that path will be taken by the preparation of a statement of claim. Although there is a risk of confusion in allowing a single proceeding that asserts personal and derivative claims, there is considerable advantage in doing so where, as here, there is a substantial common substratum of fact underlying the two categories of claims (see Maher v Honeysett at [53]). 57In all the circumstances I am satisfied that it is in the best interests of Timentel, for the purposes of s 237(2)(c), that Mrs Ehsman be granted leave under s 237. Serious question to be tried 58In my view this case should be treated as a case where the applicant is applying for leave to bring derivative proceedings, rather than to intervene in existing proceedings. The effect of my granting leave to her to file a new initiating pleading will be, if the job is done properly, to overhaul and substantially reconstitute the proceedings, as proceedings in which she pursues clearly articulated derivative and personal claims. Where the applicant is applying for leave to bring proceedings, s 237(2)(d) requires the court to be satisfied that there is a serious question to be tried. 59As Barrett J explained in Charlton v Baber at [55], the applicant bears the onus of proving sufficient material to enable the court to make this determination. But as I explained above, referring to Palmer J's judgment in Swansson (and see Maher v Honeysett at [19]), the court does not normally enter into the merits of the proposed derivative action to any great degree. The evidence must reach the same standard as applies for an interlocutory injunction, set out in such cases as Castlemaine Tooheys Ltd v State of South Australia (1986) 161 CLR 148 and Australian Broadcasting Corporation v Lenah Game Meats Pty Ltd (2001) 208 CLR 199. The standard has been described as "relatively low" (Maher v Honeysett at [19]). 60In this case Mrs Ehsman has filed quite extensive evidence, which she relies on for the purposes of the application, and I also have before me substantial evidence on behalf of the defendants. I infer that the evidence before me is substantially the evidentiary cases of the parties for final relief. This is certainly not a case of affidavits hurriedly cobbled together to meet the exigencies of an interlocutory occasion. Having considered the evidence my view is that, although there are many disputed questions of fact, which I am not in a position to resolve, Mrs Ehsman's allegations are sufficiently substantial to cross the "serious question to be tried" hurdle. I am therefore satisfied that s 237(2)(d) has been met. The court's powers 61The court is empowered by s 241 to make any orders, and give any directions, that it considers appropriate in relation to proceedings brought with leave, or an application for leave. That section affirms the court's power under the Civil Procedure Act 2005 (NSW) to make an order requiring that the proceedings be brought by statement of claim, a step that I shall take for the reasons I have explained. It also expressly permits the court to make orders requiring mediation, a step that the court is also empowered to take by s 26 of the Civil Procedure Act. During the course of the hearing, I floated with the parties the question whether it would be appropriate to make an order for compulsory mediation. The suggestion was not opposed and I formed the view that if the parties did not voluntarily agree to mediate I should make an order. Unless the parties have, in the meantime, organised for mediation to take place, I shall include a mediation order in the orders that I make pursuant to these reasons for judgment. 62Section 242 permits the court to make any orders it considers appropriate about the costs of various persons, including the company, in relation to proceedings brought with leave under s 237 (see Fiduciary Ltd v Morningstar Research Pty Ltd (2005) 53 ACSR 732, at [56]). In such a case as the present, where the company is essentially a vehicle to pursue the commercial interests of four parties, one of whom is at odds with the other three, who oppose the bringing of derivative claims, and the plaintiff wishes to combine derivative claims with personal claims largely arising out of the same facts, it seems to me appropriate to require the plaintiff to indemnify the company in respect of costs it may incur, either directly or by virtue of a court order against it, with respect to the pursuit of the derivative claims. If the indemnity were not given, the other three directors would as a practical matter be required to bear the burden of 65% of the company's costs of pursuing derivative claims which they do not want it to pursue. Obviously, to the extent that the plaintiff makes a personal claim against the company, she should not be required to give such an indemnity. Further, the indemnity needs to be qualified so that it does not apply to any cost order made by the court with the intention of overriding the effect of the undertaking. The main purpose of that qualification is to enable the trial judge to make such order as to costs as he or she thinks appropriate after the final hearing, untrammelled by an undertaking that may cause an order for costs against the company to rebound against the plaintiff; but the qualification may also be useful to allow the court to override the undertaking in circumstances not presently foreseeable. 63Mrs Ehsman has succeeded in establishing that leave should be granted to her to bring derivative proceedings on behalf of Timentel, and to file and appropriate pleading to initiate those proceedings (and also to clarify her personal claims). That suggests that she should have her costs of the interlocutory application of 12 December 2005, against the defendants other than Timentel. In my view the fact that she will be required to give an undertaking as to the company's future costs is immaterial to the question of the costs of the application. Although I have found that the draft amended points of claim are seriously defective, they nevertheless convey plainly enough the nature of the derivative claims that Mrs Ehsman wishes to pursue. The defects in the pleaded case did not, in my view, provided a justification for the attitude of complete opposition to the application that the defendants presented to the court. Conclusions 64For the reasons I have given, I propose to make orders along the following lines: (1)Subject to the condition identified in order (2), grant leave to the plaintiff, under s 237 of the Corporations Act 2001 (Cth), to bring proceedings on behalf of the fifth defendant against the first, second, third and fourth defendants, asserting the causes of action generally identified in these reasons for judgment and seeking all or any appropriate remedies; (2)Order (1) is subject to the condition that, before any such proceedings are brought, the plaintiff must indemnify the fifth defendant for and in respect of all costs that the fifth defendant may incur (either on its own account or under an order of the court) by reason of the bringing, maintenance and conduct of the derivative proceedings, provided however that the indemnity is not required to extend to costs that the fifth defendant may incur in the proceedings as a defendant in respect of any personal claim made by the plaintiff, and shall not apply with respect to any final order for costs in the proceedings; (3)Direct the plaintiff to file and serve a statement of claim to give effect to her personal and derivative claims, having regard to these reasons for judgment, by no later than a date to be specified; (4)Order the first, second, third and fourth defendants to pay the plaintiff's costs of her interlocutory process filed on 12 December 2005, as agreed or assessed; (5)Subject to orders (1), (2) (3) and (4), the plaintiff's interlocutory process filed on 12 December 2005 is dismissed; (6)Order that the proceedings be referred for mediation by a mediator agreed to by the parties, such mediation to take place by no later than a date to be specified; (7)Liberty to apply to Austin J on 2 days notice. 65However, I shall give the parties the opportunity to draw my attention to any particular matters that might affect the question of costs, by (for example) causing me to award costs on a different measure or to limit the order for costs in some way. I shall also give them the chance to consider my proposed orders. I shall stand the matter over for the purpose of hearing any such submissions and making orders. (more...)

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NEW SOUTH WALES SUPREME COURT CITATION: Ehsman v Nutectime International [2006] NSWSC 887 CURRENT JURISDICTION: Equity FILE NUMBER(S): 5189/05 HEARING DATE{S): 31 March 2006 DECISION DATE: 01/09/2006 PARTIES: Patricia Mary Ehsman (P/A) Nutectime International Pty Ltd (D1/R1) David Neilan Brady (D2/R2) Francis Joseph Frasca (D3/R3) David Bruce Paix (D4/R4) Timentel Pty Ltd (D5) JUDGMENT OF: Austin J LOWER COURT JURISDICTION: Not Applicable COUNSEL: R Harper SC (P/A) M J Cohen (D1-4/R1-4) SOLICITORS: McDonald Johnson (P/A) Sparke Helmore (D1-4, R1-4) CATCHWORDS: CORPORATIONS - statutory derivative action - application by 35% shareholder/director to bring derivative proceedings after company's assets were transferred to a company from which the applicant is excluded - inadequacies of proposed points of claim - whether those inadequacies prevent the court from determining the application under s 237 - distinction between personal and derivative claims - whether court is satisfied concerning good faith, best interests of company and serious question to be tried - ancillary order for applicant to indemnify company with respect to costs of derivative proceedings - considerations relating to the bringing of derivative and personal claims in single proceedings ACTS CITED: Corporations Act 2001 (Cth) ss 180-184, 232, 236-242 DECISION: See under heading "Conclusions" JUDGMENT: IN THE SUPREME COURT OF NEW SOUTH WALES EQUITY DIVISION CORPORATIONS LIST AUSTIN J FRIDAY 1 SEPTEMBER 2006 5189/05PATRICIA MARY EHSMAN V NUTECTIME INTERNATIONAL PTY LTD & 4 ORS JUDGMENT 1HIS HONOUR: Before me is an application by the plaintiff, Mrs Ehsman, for leave under s 237 of the Corporations Act 2001 (Cth) to bring proceedings on behalf of the fifth defendant company, Timentel, by filing and serving a further amended originating process and amended points of claim. 2 , 3, 4, 5 and 6 Deleted The plaintiff's case 7The parties agree that Mr Brady and Mr and Mrs Ehsman came together in a business venture before Timentel was formed. Mrs Ehsman owned some patents for a split face wristwatch display, and she wished to exploit them commercially. Mr Brady had some marketing experience. There are disagreements about the commercial utility of Mrs Ehsman's patents, and as to the precise terms of their arrangements, which need not be resolved for present purposes. It is common ground that they respectively brought to the business of Timentel, when it was formed in 1998, the patents (such as they were) and a measure of marketing/commercial input. 8When Timentel was formed, Mrs Ehsman granted it a licence over her patents, for no consideration (although she received shares in the licensee entity). There is disputed evidence as to whether, as Mrs Ehsman asserts, she entered into the licence agreement in reliance on the assumption, encouraged by Mr Brady, that the licence would always be held by a company in which she would be a director and shareholder. The licensee's interest in the licence agreement was assignable. Mrs Ehsman claims, and the defendants deny, that it was a term and condition of the licence agreement that the licence would not be assigned by Timentel to a company in which Mrs Ehsman was not a shareholder and director. 9Initially the only shareholders were the Ehsmans and Mr Brady, and Mr Brady and Mrs Ehsman were the directors. Mr Brady's evidence is that he devoted very considerable time and effort, and expense, to travelling to Europe to negotiate for the commercial exploitation of the split face wristwatch display. According to him, the people he consulted in Europe told him that Mrs Ehsman's patents were just concepts and it would be necessary to work out the most efficacious interior wristwatch mechanisms to support the split face. That is disputed by Mrs Ehsman. But it is clear enough that Mr Brady did do some amount of developmental/marketing work in Europe, the cost of which was shared or partly shared with the Ehsmans. 10Mr Brady's evidence is that he came up with the idea of having movements in each half of the split face watch case for the forward and return hand movements, all controlled by an electronic integrated circuit, and that Mr Claude Ray, an experienced watchmaker, carried out the necessary design work. The eventual product, which he called a "hinged electronic watch", was based on ideas that were fundamentally different, he said, from Mrs Ehsman's patents. These matters are contested. 11Mr Brady said he negotiated a development agreement with Mr Ray's company, using a company with which he was associated, Renaissance Management, for that purpose. In turn he caused Renaissance Management to enter into an agreement with another company with which he was associated, DNB Global Corporation (registered in the Philippines), which made advance payments to Mr Ray's company. At a final hearing of this case it will be necessary to explore these corporate relationships and their purpose, and to understand better the nature of Mr Brady's interests. DNB Global appears to bear his initials, but there is some evidence that he is just one of five directors and is indirectly a shareholder. DNB Global is important in this case because, according to Mr Brady, it incurred substantial expenses through payments for development work, for which Timentel reimbursed it out of monies borrowed by Timentel from Mr Brady, Mr Frasca and Mr Paix. But Mrs Ehsman questions whether loans were ever in fact made by those three directors. 12Mr Brady said the development of the hinged electronic watch was very expensive and under the arrangements between them, Ms Ehsman was to contribute to that development. He alleges that she defaulted in that obligation. He claims that by March 2005 she owed and had not paid about $86,000. That is contested. According to Mr Brady, the development was eventually successful and the hinged electronic watch is protected by patents in various countries, procured at a cost to DNB Global, recoverable from Timentel. 13In about June 2002 Ms Ehsman and Mr Brady decided to bring in two other parties, namely Mr Frasca and Mr Paix. There is quite a bit of evidence, not all consistent, about the circumstances in which Mr Frasca and Mr Paix were invited into the company. What is clear is that Mr Frasca and Mr Paix joined the board of directors and acquired shares, they provided some capital, and in due course they sided with Mr Brady and against Mrs Ehsman. After they joined the board, the company's issued 100 ordinary shares were divided as follows: Mr Brady 35 shares, Mr and Mrs Ehsman 35 shares, Mr Frasca 15 shares, and Mr and Mrs Paix 15 shares. 14During 2002, it seems, Mrs Ehsman visited Europe and met with one of Mr Brady's contacts, Manuel Spode of Les Artisans Horlogers. There is conflicting evidence as to what happened at the meeting. Mr Frasca gives evidence in his affidavit that the meeting led to Mrs Ehsman being criticised by the other directors for intervening secretly without the board's authority, and for her suspicious approach. Mr Frasca also says that at a meeting he had with Mr and Mrs Ehsman in 2003, they told him that they were determined to bring Mr Brady down. These matters are also disputed. Nevertheless it appears that, some time after Mr Frasca and Mr Paix arrived on the board, if not earlier, the relationship between Messrs Brady, Frasca and Paix, on the one hand, and the Ehsmans, on the other hand, deteriorated. By now the relationship has completely broken down. 15There is a considerable amount of correspondence in evidence, and minutes of board meetings. I shall not describe this material in detail here. The correspondence shows that at least since early 2005, Mrs Ehsman has been concerned about verifying payments allegedly due by Timentel to DNB Global, and also about the financial management of Timentel more generally. The evidence is that the only bank account of Timentel has been relatively dormant at times when, the defendants allege, Timentel made payments to DNB Global. Mrs Ehsman's solicitors have written to Timentel's solicitors about these matters. 16Mr Brady claims that by about May 2005 there was a pressing need for capital for Timentel, to pay invoices to DNB Global of about $216,000 and certain other smaller debts. It appears that at this time Mr Brady, Mr Frasca and Mr Paix developed a proposal to lend Timentel up to $246,000 for a term of 60 days with interest of 17% compounding monthly, secured by a registered charge. Mrs Ehsman asked the copies of the draft loan facility and charge documents but received them only after they had been executed. A board meeting attended by Mr Brady, Mr Frasca and Mr Paix, but not Mrs Ehsman, on 9 May 2005 approved the loan proposal and authorised execution of the documents. Mr Brady, Mr Frasca and Mr Paix, acting as directors of the company, purported to authorise the company to enter into the loan facility and charge agreements in which they were the counterparties, without the consent of the other director/shareholder, Ms Ehsman. 17The defendants claim that the loan facility was drawn down and the money was used directly for payment of outstanding debts of Timentel, rather than for deposit into Timentel's bank account. Mrs Ehsman, by her solicitor, sought to verify the making of the loan but she says she has not received proper documentation. The evidence includes minutes of the board meeting of DNB Global on 18 August 2005, at which the directors of that company confirmed that the company had been paid for certain invoices, but the evidence is incomplete because, for example, the identity of the paying entity is not given. 18On 11 July 2005 Messrs Brady, Frasca and Paix as lenders made a formal notice of demand for payment to Timentel of an amount of about $247,000. But they gave the company a limited extension of time to repay. Mrs Ehsman's solicitors alleged in correspondence that any attempt to enforce the charge would render it void under s 267 of the Corporations Act, because the chargees were "relevant persons" for the purposes of that section. 19The security was not enforced but instead, at some stage it was proposed that the company would enter into an asset sale agreement and a deed of assignment of the licence, in favour of the other three directors or their vehicle, for a price supported by a valuation by Les Artisans Horlogers. In correspondence, Mrs Ehsman's solicitors endeavoured unsuccessfully to obtain information about the valuation - indeed, they approached the valuer directly without success. They alleged that the valuation did not cover all of the assets sold. They strenuously opposed the proposed transaction, on several grounds including that the transaction would be in breach of the contractual arrangements and understandings between Mrs Ehsman and the other three directors. 20Nutectime was formed in August 2005. The directors are Mr Brady, Mr Frasca and Mr Paix. The company has issued 100 ordinary shares. Mr Brady owns 60 shares, Mr Frasca owns 20 shares in Mr and Mrs Paix own 20 shares. Mr and Mrs Ehsman do not hold any shares. 21The asset sale agreement and the deed of assignment of licence were entered into by Timentel and Nutectime on 2 September 2005. The transaction was considered at a board meeting not attended by Mrs Ehsman. Messrs Brady, Frasca and Paix went through a procedure of formally disclosing their interest in the purchaser but then they proceeded, purporting to act as directors of the company, to approve the transaction. It appears that the contract was made and completion took place on the same day. The total sale price $277,000. According to Timentel's solicitors, the sale proceeds were used to pay out and discharge the charge over the company's assets. That appears to have meant that the bulk of the sale proceeds were directed to Mr Brady, Mr Frasca and Mr Paix. It is not clear from the evidence whether there was any actual movement of money. 22Up until May 2005 Mrs Ehsman had been a director and (with her husband) substantial shareholder of Timentel, which was the licensee for no consideration of her patents. On one view, the company owed a substantial amount of money to DNB Global, but it had procured substantial development work for its split face watch design. Any profits from the realisation of that development work would have come to Timentel, and Mr and Mrs Ehsman would have had a 35% interest in those profits. After 2 September 2005, Mrs Ehsman was still a director of Timentel and Mr and Mrs Ehsman remained 35% shareholders. But the company's substantial assets, and any prospect it may have had of earning profits from the development of the split face watch, had gone. Mrs Ehsman was still the licensor of her patents, but she was entitled to receive no consideration for the licence. The new licensee, Nutectime, was a company in which she had no interest, and that company had acquired Timentel's assets and any profit-making opportunity relating to the split face watch. The controllers and shareholders of Nutectime were her fellow directors and shareholders of Timentel. The draft APC and draft FAOP 23From this brief account it appears that if Mrs Ehsman could substantiate her allegations, this would be a case of self-dealing by her co-directors to her considerable disadvantage, and unauthorised diversion of a corporate opportunity. Experience shows that in such cases it is important for the plaintiff to identify with particularity the precise duties said to have been breached and the circumstances of the breach. That is important in the interests of clarity of presentation of the plaintiff's case, and to ensure that the defendant is not surprised by having to meet a case at trial different from what she had been led to expect. These considerations strongly suggest that in such a case, the plaintiff should proceed by statement of claim. Where the plaintiff is proceeding in her own right, invoking the oppression remedy, and also seeking to assert the company's rights in a derivative action, the need for clarity of pleading is especially strong. 24 Deleted 25I have endeavoured to identify those allegations that relate to some right of Timentel, and distinguish them from allegations relating to some right of Mrs Ehsman personally. In summary, for reasons given below, paras 7, 18-21, 22, 23-26, and 27-29 (and the claims to relief in paras 1-5, perhaps 7, and 8) of the draft APC are claims made on behalf of Timentel, and paras 8-16, 17, 30 and 31 (and claims to relief in para 6 and perhaps 7) are claims made by Mrs Ehsman personally. 26It is important to maintain the distinction between derivative and personal claims in the interests of clarity. But nothing in Part 2F.1A requires that a derivative action be in a separate proceeding in which no personal claims are made by the person who has carriage of the proceeding. For example, in Fiduciary Ltd v Morningstar Research Pty Ltd (2005) 53 ACSR 732 the plaintiffs were an individual and corporate plaintiffs, and leave was granted under s 237 so as to permit the individual plaintiff (who was a shareholder and officer of the corporate plaintiffs) to assert the rights of the companies in a proceeding in which he also asserted rights of his own. The combination of corporate and personal claims was not unlike the combination of claims in the present case, though the pleading was by an elaborate statement of claim. In that case, and here, the asserted derivative and personal rights arise to a large degree out of the same alleged facts. 27Here the sole plaintiff is Mrs Ehsman, and Timentel is a defendant. It is not proposed that Timentel should become a plaintiff if s 237 leave is granted, because Timentel is properly a defendant to some of Mrs Ehsman's claims. Nor is it proposed that the derivative action be constituted as a separate proceeding, because there are substantially overlapping facts concerning the derivative and personal claims, which should therefore be heard together. Section 236(2) says that proceedings brought on behalf of a company must be brought in the company's name. But there is now a substantial line of decisions holding that, despite the literal wording of s 236(2), leave under s 237 can be given where the company is a party to the proceeding as a necessary defendant in respect of other claims, without requiring the company become a plaintiff or insisting that the derivative action be brought in a separate proceeding: see especially Keyrate Pty Ltd v Hamarc Pty Ltd (2001) 38 ACSR 396, per Santow J at [18]-[19]; Metyor Inc v Queensland Electronic Switching Pty Ltd (2002) 42 ACSR 398, per McPherson JA at [14]-[15]; Charlton v Baber (2003) 47 ACSR 31, per Barrett J at [5]. 28I turn now to consider the draft APC, paragraph by paragraph. 29After preliminary allegations, para 7 of the draft APC asserts that by reason of their appointment as directors of Timentel, Mr Brady, Mr Frasca and Mr Paix owed Timentel various duties. There is a list of the standard duties of directors. The list reflects ss 180, 181, 182 and 183 of the Corporations Act, and also a duty to act honestly in the exercise of their powers and the discharge of their duties as directors (a formulation no longer found in the statute). [deleted latter part of paragraph] 30Having made allegations about the defendants' duties as directors of Timentel, the draft APC (paras 8-16) makes allegations about the licence agreement, leading to the assertion that the purported sale by Timentel to Nutectime of its rights under the licence agreement was in breach of the licence agreement. That is a personal claim by Mrs Ehsman against Timentel (and no other defendant) for breach of contract. It is not a claim for breach of any duty owed to Timentel. 31Para 17 pleads that, by reason of matters pleaded in paras 8-11, the first to fourth defendants are estopped from asserting that Timentel was entitled to sell or assign to the first defendant the rights of Timentel under the licence agreement. This was said to arise because Mrs Ehsman entered into the licence agreement in reliance on the assumption, encouraged by Mr Brady, Mr Frasca and Mr Paix, that the licence would always be held by a company of which she was a director and shareholder. Clearly the allegation of estoppel is made for the benefit of Mrs Ehsman personally rather than to vindicate some right or interest of Timentel. The document does not reveal how the allegation can be made against any defendant other than Mr Brady, given that the assumption is said to have been created and acted upon at the time of the licence agreement, which was made well before Mr Frasca and Mr Paix became involved. 32Paras 18-21 make allegations about breaches of duties owed by the other three directors to Timentel. They allege that Timentel did not receive any of the proceeds of sale of assets, or received only part of the proceeds, and Messrs Brady, Frasca and Paix received those proceeds or part of them. It is claimed that their conduct in receiving those proceeds constituted a breach of all of the duties pleaded in paragraph 7. I find it impossible to justify that claim, with respect to some of the duties identified in para 7, even taking into account the "particulars" to para 21. Moreover, the mere assertion that Timentel did not receive proceeds of sale and the other three directors did (even when the "particulars" to para 21 are added) cannot, per se, establish a breach of any of the duties identified in para 7. These allegations fall well short of a proper pleading. 33Para 22 alleges that by reason of the matters alleged in certain other paragraphs, Messrs Brady, Frasca and Paix have been unjustly enriched as a result of breach of the duties referred to in para 7. Presumably this is intended to establish a ground of recovery for Timentel. Again, the precise matters that might constitute unjust enrichment have not been adequately pleaded and, moreover, it is not easy to see why para 22 combines breach of directors' duties with unjust enrichment. 34Paras 23-26 make allegations against Nutectime, intended to support orders declaring void and setting aside the purported sale of assets or requiring Nutectime to hold the assets in trust for Timentel. These paragraphs seem to assert some entitlement to relief on the part of Timentel rather than Mrs Ehsman, although the remedies would obviously operate for her benefit as well. The precise foundation of the remedies is not clear. The drafter has not invoked the equitable