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 Post subject: Re: Re:
PostPosted: Thu Nov 19, 2009 3:27 pm 
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Talya wrote:
I don't know. I am merely speaking on the consistency of legal matters.

Ok. But my comment in you said "not really" was a response to your comment that "the ability to survive outside of the womb is a good starting point." in regards to when the fetus becomes a human.

I'm not sure how my response regarding scientific advances qualifies as a "not really" to your statement. Unless you thought I meant something other than I wrote?


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PostPosted: Thu Nov 19, 2009 3:43 pm 
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Elmarnieh wrote:
Morality defined by current technology is not a morality.


As far as it goes, that may be true, but what does it have to do with the discussion at hand?

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PostPosted: Thu Nov 19, 2009 3:44 pm 
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Ladas wrote:
Talya wrote:
I don't know. I am merely speaking on the consistency of legal matters.

Ok. But my comment in you said "not really" was a response to your comment that "the ability to survive outside of the womb is a good starting point." in regards to when the fetus becomes a human.

I'm not sure how my response regarding scientific advances qualifies as a "not really" to your statement. Unless you thought I meant something other than I wrote?



I meant it didn't really "blur the lines," as you said, but rather that it simply moved the lines.

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PostPosted: Thu Nov 19, 2009 3:46 pm 
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Elmarnieh wrote:
Morality defined by current technology is not a morality.



It's as much morality as is morality defined by books of faerie tales or philosophy. Technology, at least, is something tangible.

However, i'm likely to make a statement to this effect regarding Intellectual Property laws being created to reflect the digital age, at which point you can throw this in my face.

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PostPosted: Thu Nov 19, 2009 3:52 pm 
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Khross and Elmo,

Promoters of a corporation can bind the corporation before it exists, and depending on the state may not be liable individually in certain circumstances if the corporation never comes into existence.

Also, slightly related, unborn children have a right, in my state at least--and I believe most, if not all states, to a share of a deceased parent's estate as if they were born.


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PostPosted: Thu Nov 19, 2009 3:59 pm 
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Thanks Lonedar beat me to it. Last time he asked I gave the corporate example (actually partnership) as both partners establish contracts regarding the partnership before the partnership itself is formed.

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 Post subject: Re: DC Sniper Executed
PostPosted: Thu Nov 19, 2009 4:05 pm 
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Too bad those are false examples.

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PostPosted: Thu Nov 19, 2009 4:21 pm 
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Then provide the proof that it is false.

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 Post subject: Re: DC Sniper Executed
PostPosted: Thu Nov 19, 2009 4:40 pm 
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Corporate promoters are generally bound to each other and pre-incorporation investors by other avenues of law. The Articles of Incorporation arise from multiple layers of contract layer and provide the create of the entity. Certain liabilities and tangibles are handled via state regulation and such, but the corporation itself does not exist and cannot enter into contracts until it is formed, approved, and legally sanctioned via the founding covenant. Elmo tried that line of reasoning before, but fell woefully short.

That said, I don't have to prove their positive assertion is false: Lonedar and Elmarnieh have to substantiate it.

Show me proof of a contractually binding agreement with a non-existent entity.

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 Post subject: Re: DC Sniper Executed
PostPosted: Thu Nov 19, 2009 4:41 pm 
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Khross wrote:
Elmarnieh:

Really? Show me a precedent under Current U.S. Law.

Your question leaves all kinds of wiggle room in the answer, as you can enter into a legally enforceable contract with a non-existent entity.

BRJM, LLC v. Output Systems, Inc., gives an example, though it might be pushing the boundaries of what you intended with the question. There is also the matter of De Facto Corporation and corporation by estoppel.


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 Post subject: Re: DC Sniper Executed
PostPosted: Thu Nov 19, 2009 4:44 pm 
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Khross wrote:
Show me proof of a contractually binding agreement with a non-existent entity.

BRJM, LLC v. Output Systems, Inc

Contract between Output systems and an at the time non-existant entity that was to be created as a partnership between two men. The partnership failed, so the entity was never created, but the contract was enforced to another "company" that was created by one of the two men.


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PostPosted: Thu Nov 19, 2009 4:48 pm 
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Lonedar attempted to substantiate and you refuted. So if you are going to refute it, say why you are refuting it.

Otherwise you are just saying "nuh-uh".

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 Post subject: Re: DC Sniper Executed
PostPosted: Thu Nov 19, 2009 4:49 pm 
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Ladas:

Nope, doesn't say what you suggest it does. You only have to read the first 3 or 4 pages here:

http://businessentitiesonline.typepad.c ... s,_Inc.pdf

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 Post subject: Re: DC Sniper Executed
PostPosted: Thu Nov 19, 2009 4:50 pm 
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Darksiege:

I did say why I'm refuting it--he has no evidence, only a claim. Now, Ladas has provided evidence, but a reading of the introduction indicates that the ultimate ruling in the decision was based on the fact that no such contract was created. Stated intent does not bind one to an outcome. Moreover, the Court refused to rule on the specific matter at hand:
Quote:
The defendant frames the issue as whether the court properly found
that M & K Realty, LLC, could be classified as a de facto limited liability
company and that the assignment to the plaintiff was effective. In our view,
the issue is more properly stated as whether the agreement is void due to
a lack of capacity on the part of M & K Realty, LLC, to contract. In light of
our conclusion that this infirmity does not render the agreement void, we
decline to reach the issue of whether M & K Realty, LLC, can be properly
classified as a de facto limited liability company.

And the specific ruling as follows is pretty clear: liability was tied to the individual parties, not any entities that did or did not exist:
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The agreement, however, is not rendered void. Kepple, acting as an individual and on behalf of M & K Realty, LLC, had the capacity
to enter into the agreement and, in doing so with the knowledge that the entity did not legally exist, became a party to the agreement and personally bound thereby. It follows that Kepple, acting in his individual capacity and as a party to the agreement, made a valid assignment of the agreement to the plaintiff, an existing entity.

Consequently, it was remanded to a new trial. The non-existent entity, according to the ruling, acquired no liability.

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Last edited by Khross on Thu Nov 19, 2009 4:57 pm, edited 2 times in total.

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PostPosted: Thu Nov 19, 2009 4:50 pm 
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Thanks for the response Khross, but I'm heading out and wont have time to read it right now. Will take a look in the AM after meetings.


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PostPosted: Thu Nov 19, 2009 5:16 pm 
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Khross,

RCW 23B.02.040
Liability for preincorporation transactions.


All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, are jointly and severally liable for liabilities created while so acting except for any liability to any person who also knew that there was no incorporation.


The bolded part is a state specific change to the Uniform Corporation Act that makes it relevant to the discussion at hand.


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 Post subject: Re: DC Sniper Executed
PostPosted: Thu Nov 19, 2009 5:21 pm 
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Lonedar:

Let me translate that to you--people engaged in fraud are not liable for payments to other people engaged in fraud.

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PostPosted: Thu Nov 19, 2009 5:33 pm 
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Khross,

41 Wn. App. 887 at 891

As a general rule, a promoter is liable on a contract made on behalf of a contemplated corporation, there being a "'strong inference that a person intends to make a present contract with an existing person.'" GOODMAN v. DARDEN, DOMAN & STAFFORD ASSOCS., 100 Wn.2d 476, 479, 670 P.2d 648 (1983). However, an exception to the rule provides the promoter is not a party to the contract if the contracting party knew the corporation was not in existence "but nevertheless agreed to look solely to the corporation for performance," the burden being on the promoter to establish such agreement. GOODMAN, at 479; HEINTZE CORP. v. NORTHWEST TECH-MANUALS, INC., 7 Wn. App. 759, 502 P.2d 486 (1972).


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 Post subject: Re: DC Sniper Executed
PostPosted: Thu Nov 19, 2009 5:45 pm 
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Lonedar:

Again, fraud protection. Nothing is creating liability for a non-existent entity in that quote either.

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PostPosted: Thu Nov 19, 2009 5:55 pm 
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Khross,

You are mistaken.

34 Wn. 2d 546 at 551

It was the assets pertaining to the business conducted under the name of Standard Sales Company and the liabilities incurred incident to its operation that constituted the subject matter of the preincorporation contract. The assets were to be transferred to the new corporation, and the liabilities were to be assumed by the new corporation.

[1] We think it clear that the tax attributable to the 1946 taxable income of the Standard Sales Company is a liability of the business. We also think it clear that the liability on the property settlement with Mrs. Severson, since it was the condition upon which she released her interest in the business, was incident to the business. We therefore hold that both of those liabilities were liabilities of the Standard Sales Company and, under the terms of the contract, were to be assumed by the corporation. As to these liabilities, the corporation had no choice. The directors and appellant were bound by the commitments of the contract.


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 Post subject: Re: DC Sniper Executed
PostPosted: Thu Nov 19, 2009 6:07 pm 
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Aegnor wrote:
...

So much wrong with this. Adaptability to a change in environments is required for something to be alive? Using that definition, one could argue that earth contains nothing that is living. There are MANY creatures that are extremely vulnerable to changes in environement. I hope you can see how this would be an incredibly bad way to define life.

An egg is a living cell of a female. Sperm is the living cell of a male. At the moment of conception, it becomes a genetically separate entity. The term for that entity is human. The stage of development for that human is zygote. At that point it is a living human being. This has nothing to do with religion or faith or anything other than scientific fact.

Now if you want to make the argument that a human being in the zygote stage of development has no rights, and therefore there is nothing wrong with abortion at that stage, then that is a perfectly logical argument. Not one I necessarily agree with, but it is logical. Saying that a zygote is not living, and not a human being, is not logical. If you deny that a zygote is living, then you are saying that MANY other organisms that we currently consider to be alive, are not in fact alive. If you deny that a zygote is of the human species, then you need to say what species it is, and provide evidnece, and then explain how it is possible for one species to transform into another species.


While scientists are still debating on the finer points of what they consider life, adaptability is actually one of the more stable bigger ones. We're not talking about taking someone and dropping them in the middle of nowhere, that’s not adaptability. I’ll let someone else who could express themselves better than I explain this.
This is from Daniel E. Koshland Jr (Science 22 March 2002: Vol. 295. no. 5563, pp. 2215 – 2216) (Linky to full text. http://www.sciencemag.org/cgi/content/f ... /5563/2215)
Quote:
The sixth pillar is ADAPTABILITY. Improvisation is a form of adaptability, but is too slow for many of the environmental hazards that a living organism must face. For example, a human that puts a hand into a fire has a painful experience that might be selected against in evolution--but the individual needs to withdraw his hand from the fire immediately to live appropriately thereafter. That behavioral response to pain is essential to survival and is a fundamental response of living systems that we call feedback. Our bodies respond to depletion of nutrients (energy supplies) with hunger, which causes us to seek new food, and our feedback then prevents our eating to an excess of nutrients (that is, beyond satiety) by losing appetite and eating less. Walking long distances on bare feet leads to calluses on one's feet or the acquisition of shoes to protect them. These behavioural manifestations of adaptability are a development of feedback and feed forward responses at the molecular level and are responses of living systems that allow survival in quickly changing environments. Adaptability could arguably include improvisation (pillar number 2), but improvisation is a mechanism to change the fundamental program, whereas adaptability (pillar number 6) is a behavioural response that is part of the program. Just as these two necessities are handled by different mechanisms in our Earth-bound system, I believe they will be different concepts handled by different mechanisms in any newly devised or newly discovered system.

I’ve never denied that the zygote is part of the human life cycle. I have never denied that it is a viable cell. What I do deny is that up to a certain point which I’m not 100% qualified to say, and can only speculate based on information I can access the early stages of a zygote does not fit the definition of life.
One of my biggest problem with Elmo’s theory is that he believes in a human, even prior to the point of conception had life. I agree with you in that human life is based on scientific facts rather than religion or faith. As such, under current research, life, by the scientific definition starts somewhere around the middle of the second trimester and ends with the death of the brain. For my personal opinion I prefer to be safe in such matters and place my judgement prior to the development of systems which puts it at 2/3 of the first trimester.


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PostPosted: Thu Nov 19, 2009 6:11 pm 
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I posted an article in the other thread that's talking about Abortion, and I think it's a good way to look at it. We define *death* as a lack of brain wave function, and so defining life by the beginning of that function would seem to be logical.

It happens at about 17 weeks (halfway through standard gestation) in a real and measurable way.

Re-link

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 Post subject: Re: DC Sniper Executed
PostPosted: Thu Nov 19, 2009 7:12 pm 
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Lydiaa wrote:
I’ve never denied that the zygote is part of the human life cycle. I have never denied that it is a viable cell. What I do deny is that up to a certain point which I’m not 100% qualified to say, and can only speculate based on information I can access the early stages of a zygote does not fit the definition of life.
One of my biggest problem with Elmo’s theory is that he believes in a human, even prior to the point of conception had life. I agree with you in that human life is based on scientific facts rather than religion or faith. As such, under current research, life, by the scientific definition starts somewhere around the middle of the second trimester and ends with the death of the brain. For my personal opinion I prefer to be safe in such matters and place my judgement prior to the development of systems which puts it at 2/3 of the first trimester.


There is just no basis for that opinion though. It does fit the definition of life. It has limited capability for adaptation, but it does have some capability. The same is true of many single celled organisms. There is no basis to say that life begins in the second trimester. Life never ends. Two parts of a living organism join to form a third living organism.

And Monty, regarding your definition...brain waves are used to determine if someone is "brain dead". That is something completely different than actual death. Someone hooked up to ventilators, whose brain is mush, is still a living human being. Its just at that point it is determined that there is no chance of recovery, and they will never regain conciousness, so there is no point in keeping them going on machines. Again, this is not a determination of whether someone is a living human being, that is not in question, it is a matter of what worth that human life has.


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 Post subject: Re: DC Sniper Executed
PostPosted: Thu Nov 19, 2009 7:21 pm 
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With out giong into too much detail on my link. Could you please provide me with a simple explination of the internal feed back system used in the adaptability of a zygote please Aegnor?


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 Post subject: Re: DC Sniper Executed
PostPosted: Thu Nov 19, 2009 8:03 pm 
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Lonedar:

Standard Sales Company was not a corporation; rather, it was a sole owner entity under the proprietorship of its founder. The liabilities in question were contractual obligation between two parties paid for by the sole proprietor's business and obligated before it was incorporated by the third party--Carl Jones. Good try, however.

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