Business Contracts Research Articles

Smallholder farmers’ perceptions of factors that constrain the competitiveness of a formal organic crop supply chain in KwaZulu Natal, South Africa

The 48 organic-certified members of the Ezemvelo Farmers’ Organisation in KwaZulu-Natal were surveyed during October-November 2004 to assess what factors they perceive constrain the competitiveness of a formal supply chain that markets their amadumbe, potatoes and sweet potatoes. They identified uncertain climate, tractor not available when needed, delays in payments for crops sent to the pack-house, lack of cash and credit to finance inputs, and more work than the family can handle as the current top five constraints. Principal Component Analysis further identified three valid institutional dimensions of perceived constraints and two valid farm-level dimensions. Potential solutions to better manage these constraints are discussed, including the need for the farmers to renegotiate the terms of their incomplete business contract with the pack-house agent.

Modeling market valuation of offshore drilling contractors

Abstract Offshore drilling is big business, and on a worldwide basis, contractor revenues have ranged between $25 and 50 billion a year over the past decade. The industry is organized through public, private, and state-owned companies, and in 2012 public companies Seadrill, Transocean, Ensco, Noble, and Diamond dominated the market, followed by mid-market players Rowan, Hercules, and Aban. The industry is competitive and dynamic, and contractor business strategies evolve in response to changing market demands and competitor activity. Contractors derive their cash flow and earnings by leasing rigs for exploration and development and attempt to maximize their revenue through scale economies, specialization, geographic diversity, and safe and efficient operations. The market value of contractors depends upon their rig fleet, contract backlog, and operational and financial characteristics. Market valuations change as supply and demand conditions change and companies upgrade their fleet portfolio and relocate rigs to satisfy demand. The purpose of this paper is to describe the factors that impact contractor value and to develop quantitative models of market valuation for a cross-section of public firms. A high-level overview of the offshore contract market and business strategies of firms is described. Fleet value, contract backlog, revenue, and earnings are significant predictors of market capitalization and enterprise value, and fleet value is the best predictor of firm value.

Cyclical Variation in the Effect of Federal Funds Target Rate Surprises on Hospitality Index Returns

This paper examines the effect of US Federal Reserve monetary policy action announcements on hospitality index returns (HIRs) and provides evidence of cyclical variation in the impact of federal funds target rate surprises on US HIRs. To obtain a correct identification of monetary policy changes, the paper follows Kuttner in separating the surprise element from the expected element of the target rate changes. The surprise element is expected to have a strong influence on HIRs because the surprise component is not yet priced in the market. Test results show that funds target rate surprises can have a significant impact on airline, gambling, hotel and travel and leisure index returns, but actual funds target rate changes and the expected component have no strong impact on HIRs. Moreover, the significant influence of funds target rate surprises on HIRs depends on business conditions and is much greater in size and statistical significance in business contraction. In particular, the significant effects of federal funds target rate surprises on airline, hotel and restaurant index returns are found to exist only during periods of business cycle contraction.

Knowledge augmented policy conflict analysis for services collaboration

In the services computing environment, collaborations are constrained by different requirements from different service providers and consumers. Administrators in different providers and users from different consumers use policies to define control rules and configurations of application environments. These control rules and application configurations reflect different performance requirements, management needs, and business contracts. When collaboration is necessary between services for a specific task, various performance and management requirements from individual services and their providers may have conflicts. The situation is even worse when the collaboration is a one-time event. In policy-based systems, these conflicts are reflected in policy conflicts. Thus, we propose a knowledge-augmented logical analysis framework for these policy conflicts in order to make services collaboration possible and smooth. In our policy conflict analysis engine, a knowledge base is used to supply critical information for analyzing dynamic relationships, hidden information, and constraints on attributes and relationships. More importantly, this information is embedded in logic expressions and reasoning processes so that explicit and implicit constraints between different elements can be integrated into one logical analysis framework. Two different case studies in web services and sensor network environments and their corresponding experiment results confirm the strength and applicability of our proposed policy conflict analysis framework.

The insecurity of two proxy signcryption schemes: proxy credential forgery attack and how to prevent it

Securing different online e-business activities usually requires applying different cryptographic algorithms. The proxy signcryption algorithms are designed for applications such as online proxy auction or online proxy signatures on business contracts, which require a proxy agent to sign on confidential messages. This paper proposes a proxy credential forgery attack to two recent proxy signcryption schemes in the literature. Using the attack, a malicious proxy signer can create a fake proxy credential from his original credential to extend his signing power. Simple modifications to these two schemes are also provided in this paper to prevent the attack without adding too much computational complexity. In addition to the contribution of introducing a new type of attacks to signcryption schemes, the paper also points out that, while designing a secure proxy signcryption scheme, not only the unforgeability of proxy signatures is important, but also that of proxy credentials as well.

Status of will governance in determination of law governing business documents validity

Law governing substantive conditions of business documents issuance is one of important problems facing investigators. Since law governing business contracts and documents is governing out of limits of national law today, value and effect of will governance is of interest to jurisprudents because contract parties are allowed to determine contract effects and terms consensually to the extent to which these effects and terms do not contradict public order and imperative law and, in fact, they can replace law with these agreed terms. In Iranian law, although it is accepted, in principle, that law agreed upon by parties is the same law governing constitutional terms of issuing business documents, some took an opposite perspective since they consider Article 968 of civil law imperative. As issues regarding intent, consent, and capacity are considered as having relation to domestic public order, it seems that acceptance of governance of agreed law over these conditions of business documents issuance is difficult.

Contractual Freedom and Family Business

This chapter argues for a conception of contractual freedom that places renewed emphasis on the importance of default rules and background equitable principles as tools for facilitating the parties’ business relationship. In other words, contractarianism should not be seen as synonymous with contract; a meaningful freedom of contract is broader and more complex than the proverbial blank sheet of paper on which to draft and a deferential court willing to enforce the results, however nonsensical. Declaring contract king does not establish that it is actually capable of governing its realm. Rather, to facilitate the underlying contractual values of personal autonomy and welfare maximization, it may be better to guide the parties’ relationship with well-crafted default rules and reasonable equitable constraints. In a family business, for instance, a contractarian framework is typically insufficient to support the expectations of family participants. As is true of any closely held business, contracts in family businesses establish relationships rather than the terms of specific, bargained-for exchanges, and the parties cannot be expected to anticipate and adequately address all eventualities that may occur over time. For family businesses, relational aspects are particularly significant: the time horizon stretches across generations, objectives often include more than simple profit maximization, and business dealings involve emotional consequences for the participants that also need to be acknowledged. Instead of adhering to a false assumption that the parties to a business venture are capable of negotiating adequate protections for themselves and likely to do so, contract law should offer a resource — a set of principles that credit the parties’ negotiated bargain in full context but that also compensate for what they cannot anticipate or adequately address.

Clarification of Rules of Acceptance in Making Business Contracts

Business firms and Business corporations enter into thousands of contracts everyday. Making a formal and written contract is very important for business corporations and firms although oral contracts are accepted and recognized by law. There are certain rules on making a valid formal contract. If the business firms do not have knowledge of those contract formation rules and they make contracts in ignorance of those rules, their contracts would be liable to be declared as null and void by the court of law if it is referred to it to determine its validity or to get a remedy for breach of contracts by one of the parties in the contract. In this paper I have not discussed all the elements of a valid contract. I have discussed only one of the fundamental elements of a valid contract that is ‘acceptance’. In a business contract, there must have be an ‘offer’ and an ‘acceptance’, to make a valid contract, if not the contract will not be valid, recognized and enforceable in the court of law. The objective of this paper is to clarify the rules of making a valid ‘acceptance’ which may lead to making a binding contract between the parties.

Zveřejňují podniky, které procházejí insolvenčním řízením, své účetní závěrky?

Podnikatelské subjekty zapsané v obchodním rejstříku mají povinnost zveřejnit účetní závěrku nejpozději do konce následujícího účetního období ve sbírce listin. Tato povinnost zveřejňování vychází z předpisů Evropské unie. Cílem zveřejňování je snaha ochránit třetí strany, zejména obchodní partnery při uzavírání obchodních smluv. Na rozdíl od jiných zemí EU, české společnosti tuto povinnost zveřejňování účetní závěrky v praxi často nedodržují. Článek se zabývá výzkumem podnikatelských subjektů, které se dostaly do krizové hospodářské situace a procházejí insolvenčním řízením a odpovídá na otázku, zda alespoň tyto podnikatelské subjekty v ČR plní své zákonné povinnosti.

Is doing more doing better? The relationship between responsible supply chain management and corporate reputation

Responsible supply chain management (RSCM) can help protect a firm's corporate reputation by shielding it from negative media attention and consumer boycotts. RSCM can also enhance a firm's corporate reputation, which allows firms to secure business contracts and penetrate new market segments successfully. This study empirically examines: (i) the extent to which responsible supply chain management practices is driven by a desire to protect corporate reputation; and (ii) whether responsible supply chain management can enhance corporate reputation and thereby generate competitive advantage to the firm. We draw on primary and secondary datasets across seven firms, spanning the publishing, technology, beverage, tobacco, finance and home improvement sectors. We find compelling evidence to suggest that firms often engage in RSCM due to a desire to protect corporate reputation. Similarly, we find empirical evidence to suggest that responsible supply chain practices can enhance reputation and thereby create competitive benefits, although this link is not as profound as the relationship between RSCM and reputation protection and there are significant variations across industries. These findings have significant implications for marketing theory and, in particular, industrial marketers, who are increasingly expected to implement responsible supply chain practices.

ДОВЕРИТЕЛЬНЫЕ ОТНОШЕНИЯ КАК ФАКТОР ОБЕСПЕЧЕНИЯ ОНОМИЧЕСКОЙ ЭФФЕКТИВНОСТИ ПРЕДПРИНИМАТЕЛЬСКОЙ ДЕЯТЕЛЬНОСТИ (Fiduciary Relationship as a Factor of Economic Efficiency of Business Activities)

Одним из основных условий достижения целей эффективного предпринимательства является наличие доверительных отношений между бизнес- партнерами. Это подтверждается многочисленными примерами из истории отечественного и зарубежного предпринимательства. Достаточно вспомнить доверительную силу выражения «ударить по рукам» (в западной практике – «джентльменское соглашение»), после чего не требовалось письменного подтверждения сделки. То есть доверие является объективной субстанцией, присутствующей при заключении любых сделок, оказывает непосредственное влияние не только на принятие решения сторонами о выполнении обязательств при подписании бизнес-договоров, но и на их дальнейшее эффективное исполнение, и может быть отнесена к «нематериальным» экономическим ресурсам бизнеса. Это также подтверждается тем, что в настоящее время многими исследователями доказывается, что доверие в современных условиях приобретает статус экономической категории. Оно становится важным фактором, который необходимо учитывать при разработке стратегии развития предприятий не только с позиций рыночных (внешних), но и производственных (внутренних) отношений при становлении систем управления предпринимательскими структурами.One of the main conditions for achieving the objectives of effective business is a trust between the business partners. This is supported by numerous examples from the history of domestic and foreign enterprises. Suffice it to recall the confidential because of the phrase shake hands (in the Western practice - a gentleman's agreement), and then did not require written confirmation of the transaction. That is, trust is the objective substance that is present at the conclusion of any transaction has a direct impact not only on the decision by the parties on the implementation of the obligations under signing of business contracts, but also on their continued effective execution, and can be attributed to the intangible economic resources of the business. This is also confirmed by the fact that many researchers currently proved that the confidence in the present conditions of economic status category. It becomes an important factor to be considered when developing an enterprise development strategy, not only in terms of market (external), but the production (internal) relations with the establishment of systems of management of business entities.

An evaluation of residents’ perceptions of the creation of a geopark: a case study on the geopark in Mt. Huaying Grand Canyon, Sichuan Province, China

In recent years, geoparks (a geoheritage effort to protect geological features) have been vigorously promoted in China and abroad. The evaluation of a geopark is important for geopark development. However, current evaluation methods focus on geoheritage and their values, and often ignore residents’ situations, even though community participation is essential to the sustainable development of geoparks. In this paper, the Mt. Huaying Grand Canyon Geological Park was selected as a study area to evaluate resident’s perceptions of the park. Perception impact factors were selected from the perspective of the park residents. Quantitative evaluation models, based on data from questionnaires, were created using the hierarchy process model and expert evaluation method. The results showed that the following factors influenced residents’ perceptions, listed from the most significant to the least: residents’ understanding of geoheritage, participation level in commercial activities, participation level in planning decisions, satisfaction level regarding benefit distribution and level of participation willingness. It was found that residents’ level of understanding of geoheritage and their participation level in planning decisions were the main reasons for poorer perceptions of geoheritage. The keys to improving residents’ perceptions of geoheritage are to change the management system, implement people-centered policies and to establish a government-led management mode that encourages community participation and involves private business contracts.

The Elements of Qimar ( Wagering ) and Gharar ( Uncertainty ) in the Contract of Insurance Revisited

There is no doubt and no disagreement whatsoever as far as the prohibition of the elements of qimar or maysir (gambling or wagering) and gharar (uncertainty) in a contractual agreement between the contracting parties according to the Islamic law of business muamalat. The questions though, do these elements really exist in a business contract and how are they involved? The differing views in answering these questions often lead to differing views regarding the legality of certain dubious business contracts. Top of the contracts list is the contract of modern insurance. There have been many consistent claims that the main problematic elements associated with modern insurance contracts are the elements of qimar and gharar. Nevertheless, few people have a clear idea of what qimar and gharar are and therefore, there is a need to re-examine the prevailing views that the operation of modern insurance contract is not free from these two prohibitive elements. This is the paramount objective of this article. In addition, it is argued that while the alleged element of gharar in the modern insurance contract is real and substantial, the involvement of the element of qimar is not legally proven.

Institutions and transition: Lessons and surprises

This paper starts with some definitions and concepts to clarify what we have in mind when we talk about economic institutions and the political economy of transition. Much discussion of the area is characterised by ambiguity and confusion, and while there are many partial theories of institutions covering specific cases, we still lack an all encompassing theory. The institutions important for transition are introduced next, this discussion helping to make clear the critical distinction between institutions per se, and the concrete organisational and legal forms through which they are implemented in particular country settings. For those transition economies that have already joined, or wish to join the EU, this includes some remarks on the acquis communautaire. Some empirical evidence on the role of institutions in facilitating transition and fostering post-socialist economic growth is then reviewed, finding support for the rule of law, secure property rights (ownership and business contracts) and liberal trade. As an aside to the main argument, a brief account of possible directions of institutional reform in North Korea is presented. Finally, the concluding section outlines what transition has taught us about the roles of institutions in economic life, and highlights some important unsettled issues, including the problem of embedding new institutions in different cultural settings.

From a status to a transaction-based approach? Institutional design in European contract law

The Common European Sales Law (CESL), currently under examination at the European Parliament, is intended to introduce a regime for cross-border sales that individual Member States can extend to domestic transactions (Art.13), aiming to promote harmonization by choice rather than by command. It constitutes an opt-in system that parties can adopt (Art.8), as an alternative to the CISG in B2B transactions, and an alternative to national regimes in B2B transactions. The analysis of pre-contractual information in European contract law (ECL), with special reference to the CESL, is used to substantiate a broader claim: the weakness of a status-based approach to ECL and the desirability to move to a transaction-based approach, including reference to supply chains. The intuition is that the determination "if" and "how" disclosure should occur is, in both cases, a consideration primarily dependent on the type of transaction parties engage in, whether it is a standardized or a customized one. Only within this distinction might, the status of the parties play a role. This essay suggests a shift from status to transaction, with the sales regime organized around transaction technologies. Such a change will not eliminate the differences between consumer and business contracts but will reverse the order, with status as a potential sub-variable of the type of transaction.

WORKING WITH OR AGAINST THE SYSTEM: ETHICAL DILEMMAS FOR ENTREPRENEURSHIP IN GHANA

The aim of this paper is to address entrepreneurship and ethics from the perspective of the Ghanaian entrepreneur in small and medium-size enterprises to extend our understanding of issues influencing entrepreneurial behavior in developing economies such as Ghana. Our study specifically addresses three typical situations in which business ethics are challenged: (1) When applying for business information and permits, (2) When competing for business contracts and financing and (3) When dealing with tax authorities. Relying on in-depth case-study data from 22 entrepreneurs, the paper conceptualizes entrepreneurial behavior related to business ethics and identifies several important challenges to overcome to enable economies to build a more effective market economy.

Trust Development in Inter-organizational Relations of Knowledge-intensive Firms

The paper reveals the factors behind the development of trust in the inter-organizational relations of knowledge intensive firms and their implications for building trust in low trust environment. The theoretical framework is based on 5 types of factors: institutional, social, personal, professional and educational. The empirical research was carried out in the Science Park ‘Technopolis’ and covered 14 technological firms. The research has shown that knowledge intensive firms possessed high levels of inter-organizational trust, while at the same time placing emphasis on personal and professional characteristics of their partners, supported by clear contract obligations. They find themselves more vulnerable in their economic transactions than in the knowledge exchange. Trust in business relations of knowledge-intensive firms are primarily based on the professional competence, personal moral qualities of partners, their mutual interest in business transaction and contract obligations. Personal friendships and social concerns play a positive, but secondary role in business transactions. Respondents regard trust primarily as a moral issue, which is based on individual moral qualities. Institutional and educational factors are regarded as key to building high trust on the society level. Empirical findings show that strategies for trust development on inter-organizational and societal levels are likely to be focused on different sets of factors. Professional and personal (some legal) factors play the key role in enabling trust between the knowledge-intensive firms, whereas institutional and educational factors appear to be the key in promoting trust on society level. DOI: http://dx.doi.org/10.5755/j01.ss.78.4.3230

Survey of Common Errors of English to Vietnamese Google Translator in Business Contract

Machine translation is a prolonged and difficult problem, but it becomes more and more attractive due to its huge benefits for our society. Nowadays, Google Translator (GT) is one of the most common machine translation softwares because of its relatively high accuracy. However, some language pairs with their different typology and some specialized texts which are translated by GT have not issued really good translation results yet. In this paper, we survey the common errors of machine translation from the point of view of comparative linguistics in business contracts when these legal documents are translated from English into Vietnamse by using GT. Hopefully, these results can be used to intend the effective ways improving translation models of computer in the future.

Business Groups and Contract Enforcement

This paper analyses the impact of business group membership on a firm’s economic performance when operating in a suboptimal legal environment. The data set includes firm level information for over 10,000 of the largest domestic companies in India from 1998 to 2008. The specific null hypothesis is that Indian firms in business groups have a larger market share compared to stand-alone firms in industries where relationship-specific inputs are used extensively, especially in Indian states with poorly functioning legal institution, which is measured by slowing processing of legal cases at the state level. Business groups, a collection of semi-independent firms acting in concert, are very prevalent in developing countries. This paper sheds light on how these firms perform relative to stand-alone firms in industries that require relationship-specific contracts, in a poor legal environment. The identification strategy takes advantage of the extensive legal reforms undertaken by the Government of India in the 2002 Amendment Act. Some states previously passed reforms that were similar to those contained in the subsequent national law. State legislation was superseded by the national law, after the passage of the 2002 reforms. A difference-in-difference approach is used to isolate the impact of group membership in Indian states that did not pass reforms prior to the 2002 Amendment Act. The empirical results suggest that membership in a business group helped firm performance in industries that require intensive contract enforcement. Business groups may help firms overcome market imperfections associated with a poor legal environment.

Modeling and enforcing secure object flows in process-driven SOAs: an integrated model-driven approach

In this paper, we present an integrated model-driven approach for the specification and the enforcement of secure object flows in process-driven service-oriented architectures (SOA). In this context, a secure object flow ensures the confidentiality and the integrity of important objects (such as business contracts or electronic patient records) that are passed between different participants in SOA-based business processes. We specify a formal and generic metamodel for secure object flows that can be used to extend arbitrary process modeling languages. To demonstrate our approach, we present a UML extension for secure object flows. Moreover, we describe how platform-independent models are mapped to platform-specific software artifacts via automated model transformations. In addition, we give a detailed description of how we integrated our approach with the Eclipse modeling tools.