Partnership

Introduction and Issues

The facts presented here indicate that a partnership has been set up between three individuals and that there is a partnership agreement in place to deal with the operation of the business. Several factual situations have arisen and this will require the partners to look at the agreement entered into between the parties, as well the statutory provisions that are contained within the Partnership Act 1890 (PA). When looking at the situations being presented here, it is recognised that there is a partnership agreement in place and this would need to be seen in its entirety, in order to advise fully. Based on the above, this discussion will look at the facts presented and the extract of the agreement, alongside the statutory provisions, in order to determine ultimately the way in which the various issues raised can be dealt with. This will depend on a combination of the statutory provisions and anything that may be in a partnership agreement. As the partnership agreement has not been seen, the basis of this advice is that the partnership agreement is in keeping with the statutory and common law provisions.
Four key issues have been identified and will be discussed in turn. Firstly, there are queries in relation to the potential appointment of either Tina or Helen, both of whom are related to Andrea and for slightly different reasons she wishes them to be included in the partnership. Secondly, there is a question in relation to the potential expulsion of Julia from the partnership. Thirdly, a suggested arbitration clause has been requested and is contained below. Finally, there is the query of the liability of Michael to the supplier and his relationship with the partnership and the supplier, i.e. whether he was acting as an agent. Therefore the supplier could legitimately bring an action against the partnership for the money owed or the question as to whether Michael would be liable personally.

Appointment of Tina and / or Helen

There are duties placed upon partners by virtue of their entering into partnership arrangements. These are stated in the Partnership Act 1890. Firstly, there is the duty to act in the utmost good faith towards the other partners. Secondly, there is a duty for the partners not to make a personal profit and not to place themselves in a position when the interest conflicts with their duty.
As there are three partners within the current partnership arrangements, a majority i.e. two of the partners would be able to agree the inclusion of another partner. In principle, therefore, if Catherine remains unhappy about the proposition, she alone could not block this appointment. It is however argued, particularly in the case of Tina, that Andrea is acting in breach of her fiduciary duties to the partnership by attempting to include Tina, simply so that the partnership could remain within her family, in the future. There is a strong argument that putting Tina forward is a conflict of interest and therefore should not be allowed by virtue of the Partnership Act. Therefore, Catherine could present this argument, even if she remains in a minority.
The position in relation to Helen is somewhat more complex, as it could be argued to be in the partnership’s best interests to recruit a much needed bookkeeper who is suitably qualified. As it would seem that Andrea and Julia would vote in favour of including Tina and Helen in the partnership, it would then be up to Catherine to argue that Andrea is acting in breach of her duties. It would be considerably easier for Catherine to prove this in the case of Tina who seemingly has no purpose in the partnership save as to further Andrea’s interests.
In reality, however, it would be necessary to look at the provisions of the partnership agreements, in order to ascertain what would happen in the event of a dispute. The ultimate sanction for a partnership that is no longer tenable is the winding up of the partnership and this may not be desirable to any of the partners (section 26). In that case, consideration should be given to any arbitration of the possibility or the opportunity of one party to buy another out. It is not clear what provisions are contained within the partnership agreement for this and therefore the rules established in the Partnership Act 1890 prevailed on the partnership, with the danger of being wound up, if no agreement can be reached.
It is also noted that, in accordance with clause 20, a notice of expulsion could be issued upon Andrea stating that she has breached her duties as a partner within the partnership. Although Catherine is unhappy with their actions, there is no indication that Julia is insufficiently unhappy that she is likely to be willing to pursue this route, although it does present a potential option in the event that both Catherine and Julia feel sufficiently strongly that Andrea is breaching her duties, in attempting to ensure that the partnership stays within her family, in the future.

Expulsion of Julia

Firstly, it is noted that, in accordance with section 25 of the 1890 Act, there is no immediate right for the majority to expel a fellow partner within the partnership. Therefore, it is necessary for Andrea and Catherine to look at the provisions of the partnership agreement, in order to ascertain whether or not they have any legitimate way to expel Julia, based on recent events. An alternative would be to look at the dissolution of the partnership and there are certain conditions within the Act which allow for this, although at this stage it is not perceived to be the desirable route and instead both Andrea and Catherine are looking towards the clauses within the partnership agreement, in order to expel Julia. An extract of the partnership agreement, namely clause 20, has been provided and it is recognised that there may be additional clauses within the agreement which have not been seen that could impact on the advice given. However, for the purposes of providing this advice, clause 20 will be looked at.
It is possible for the remaining partners to provide a notice in writing to the partner who is in breach of clause 20, terminating their position within the partnership, if the partner acts in a way that is a breach of their duties, or if they have acted in a way that is contrary to good faith between the partners, such notice may be provided.
In this case, Julia has been convicted of a criminal offence namely drunk and disorderly behaviour, with a recognition that Julia is undergoing difficult personal circumstances. The question here would therefore be whether this conviction is such that it breaches one of the partnership duties, or creates a situation where it cannot be said that Julia is acting in good faith, going forwards. It is suggested that, due to Julia’s current level of distress, there is a strong argument that the necessary good faith between the partners has irretrievably been eroded and that clause 20 is then utilised in order to expel Julia from the partnership. In the alternative to taking a litigious approach and given Julia’s existing unhappiness with the attempted changes from Andrea, a form of settlement may be possible, or arbitration to resolve the situation. It is unclear as to whether these situations are dealt with within the partnership agreement and further investigation is necessary to prevent a potential dissolution or battle in relation to the expulsion of Julia. It is, however, concluded that the actions of Julia are sufficiently severe that they could be used in order to expel her.

Arbitration Clause

As evident above, it would be advisable for the partnership agreement to have some form of dispute resolution mechanism in place. A suggested wording for such arbitration or dispute resolution mechanism is as follows:
“Except as otherwise provided, any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, or the legal relationships established by this agreement, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause.
(a) The number of arbitrators shall be one.
(b) The seat, or legal place, of arbitration shall be London.
(c) The language to be used in the arbitral proceedings shall be English.
(d) The governing law of the contract shall be the substantive law of England and Wales.
33.2 This clause shall be without prejudice to the rights of any party to seek any injunctive or similar relief from the courts to protect its intellectual property rights, confidentiality obligations, restrictions on the activities of any Partner or former Partner or other rights of any description.”
This offers a dispute resolution mechanism that is both certain and efficient in dealing with such disputes and does not require the dissolution of a partnership unnecessarily.

Liability of Michael as Agent

Finally, there is the issue of Michael who did not become a partner who was sufficiently involved at the outset that his name has been placed on stationery. The firm purchased equipment from a personal friend of Michael, based on this personal relationship, with the belief that Michael was a partner in the firm. The question here therefore is whether it is reasonable for the company to be taking action against Michael personally, or whether he was acting as an agent for the firm.
Typically, where an individual is acting as an agent between the firm and the supplier and this is known by supplier, it is the firm that would remain entirely liable for any agreement entered into. However, in this case, it would seem that Michael was acting as for an undisclosed principal and the supplier was not aware that they were in fact contracting with the firm, which was a partnership which did not include Michael. The supplier seemingly believed that he was contracting directly with Michael as a partner within the firm. When this is the case the third party i.e. the supplier, has a choice as to whether they enforce the contract against the principal, i.e. the firm or the agent, i.e. Michael.
The actual discussion or arrangement with Michael is not clear; however, it is known that Michael had his name on the stationery used to communicate with the supplier. Therefore, it would seem reasonable to suggest that the supplier would have felt they were dealing with Michael personally or at least as part of the firm. On this basis, and with the fact that the supplier is now concerned about the financial validity of the firm, it would seem likely that the firm is going to look towards Michael personally to be liable for the contract.

Conclusions and Summary

The position within this partnership remains volatile, with three separate partners all of whom have agreed to the partnership agreement, all having disputes of some nature with each other. Fundamentally, however, in accordance with the Partnership Act 1890, it is necessary for each partner to be acting in good faith and to the overall benefit of the partnership and not on their own account. This standard will need to be borne in mind when looking at Andrea’s proposition of bringing on board both of her daughters. There is seemingly little argument in favour of the partnership bringing on board Tina; however, this is slightly less obvious with Helen, as she brings necessary skills to the partnership. The majority of the partnership cannot vote to expel an individual, in this case Julia, unless such conditions are contained within the agreement. According to the extract of the agreement provided, an expulsion is possible where the partner was not acting in good faith. A criminal conviction does not necessarily indicate bad faith and this would be a matter of fact to be determined by the two partners looking to expel Julia. Finally, there is a strong argument that Michael, by virtue of the firm stationery and potentially any discussions with the supplier, will be held personally liable, having acted as an agent for an undisclosed principal.

Bibliography

Atwood v Maule (1868) 3 Ch App 369

Blisset v Daniel (1853) 10 Hare 493

Partnership Act 1890 section 24 r.7

Partnership Act 1890 section 25

Maillie v Swanney (2000) SLT 464

Morse, G (2010) Partnership Law, Oxford University Press. p.153

Sealy, L Hooley, R Commercial Law: Text, Cases and Materials, OUP. P.122

Watteau v Fenwick, [1893] 1 QB 346

Has Dana done a good job researching his options? While Dana did not consider the site potential of other property types, he did a good job researching his options for eldercare facilities. His analysis included regional analysis (comparing other cities and counties to Fort Myers), population trends, Fort Myers healthcare statistics, industry and competitor analysis (by viewing a consultant report), financing alternatives and financial analysis.Together, the information provided a thorough overview of his options within eldercare.

2. How do congregate care and assisted living facilities differ? They differ in client profiles, ownership, elder decision to join, services, physical environment, pricing and financing needs. Client Profile: Congregate care facilities typically targeted younger elders (average age 78) that were independent and more upscale. Assisted living facilities typically targeted older populations (average age 83) that were frail and needed assistance with two to four activities of daily living.Ownership: Congregate care facilities have high entrance fees, which are sometimes refundable upon move-out or death, and are similar to buying a unit in a condominium. Owners also pay monthly fees that cover certain supportive services. Elder Decision: While the decision to move to a congregate care facility is often a life-style choice, moving to assisted living facilities is often more often a “need driven” option for elders.

Services: Congregate care facilities typically have fewer services such as 24-hour supervision, one meal/day and concierge services.Assisted living facilities typically have more services, such as more meals, housekeeping, laundry and personal care services. Physical Environment: Congregate care facilities are typically more like large residential condominiums, offering full size apartments with kitchens. Assisted living facilities are smaller residents with modifications, typically a smaller apartment with a kitchenette. Furthermore, congregate care units have a much higher level of finish in the units and in the common areas.Pricing: While congregate care facilities are cheaper because they offered fewer services (price range $1,500 to $2,500/month), assisted living facilities are more expensive ($2,400 to $4,000/month). Financing Needs: Since it would take close to a year to build after getting through the permitting and perhaps another year to sell out, congregate care facilities required short-term conventional construction financing.

However, assisted living projects required longer term financing since they were more like rental properties than condominiums for sale. 3.What are the advantages and disadvantages of each of Dana’s options: selling the land, congregate housing or assisted living? Land: If Dana were to sell the land, he would have to find another living arrangement for his parents and he would miss out on a lucrative business opportunity. However, the advantage would be cashing out relatively quickly with $850,000 after all commissions. Congregate Housing: (Delays) If Dana pursued the congregate housing option, it would take longer to get any returns since he would need an additional year to sell the units. Costly) Furthermore, the hard costs for congregate care facilities typically ran 20% more per square foot than those of assisted living facilities because of the more expensive materials, higher level of finish, more casework, larger kitchens and bathrooms and better appliances, plumbing and vanities and more elaborate common areas. (Feasibility) Additionally, it would be difficult to sell the units at the estimated prices and within the projected time frame since Fort Myers did not seem to have a strong upscale market.

Hence, it was not clear that the Fort Myers market could support the required prices for congregate housing units. As a result, Dana would have high unit costs with congregate housing and a limited market. However, the advantage to a congregate housing option would be building fewer units (50 versus 80) and services, and more returns in a shorter timeframe after selling the units. Assisted Living Facility: While a longer term investment with rental income and no sales in the short-term, the assisted living option provided a profitable opportunity given Fort Myers demographics.It would be cheaper and most likely faster to build compared to congregate housing and had a large market in Fort Myers. While it is probably not feasible to capture the full potential gross income from a congregate care facility given the higher price and time to sell, tables 1 and 2 below attempt to compare the PGI in the first year of rent/sale from a congregate care and assisted living facility. If all units were sold within the first year (which is highly unlikely), a congregate care facility would provide more cash upfront with a smaller amount of monthly income moving forward.

However, the assisted living facility has a higher annual PGI after the first year. Ideally, assuming a market was available for congregate care, it would take roughly 20 years for the income from assisted living to reach the income received from congregate care. Table 1: Annual PGI – Congregate Care Facility Table 2: Annual PGI – Assisted Living Facility 4. Given the assisted living option, what does the development budget look like? What is the operating income statement using conventional and tax-exempt debt? What are the initial returns on cost and equity for each option?Assuming that the budget for conventional and tax-exempt debt is the same, the development budget would be roughly $8. 85 million for the assisted living option. Table 3 below provides more details on the development budget. Table 3: Assuming the potential gross income outlined in Tables 4 and 5 and the financing costs outlined in Table 6, the operating income statement using conventional and tax-exempt debt is summarized in Table 7.

Table 4: Annual Rent PGI – Conventional Financing Table 5: Annual Rent PGI – Tax Free Financing Table 6: Financing Alternatives Table 7: Income StatementThe initial returns on cost for the conventional debt option is 11. 22% while the initial returns on cost for the tax free debt option is 10. 25%. The initial returns on equity for the conventional debt option is 17. 86% while the initial returns on equity for the tax free debt option is 43. 99%. Table 8 below provides more details on the initial returns.

Table 8: 5. Which option should you choose and why? If you choose an equity partner, who would you choose and why? I would choose the tax free dept option because it would require a smaller equity commitment, hence providing a larger return on equity.If I were to choose an equity partner, a friend or family member with experience in the assisted living option would be ideal since they would bring industry experience to help operate and manage the facility, and I would trust that the partnership would be a long term investment on both ends. Together, we would have industry experience in development and assisted living, and already have a collegial relationship. 6. Should Dana place his parents in his project? If you have had experiences in this area with your own parents or grandparents, you may include these experiences in your discussion.How do other societies handle the issues of the elderly? Since Dana could be surer of the quality of service offered, he should place his parents in the project.

This would help to fill the typical five percent vacancy rate and he would avoid paying fees for their care elsewhere. Many other societies provide home care for their elderly since they have more of a collective approach to family responsibility and often have care takers in the home. This is especially true in developing countries, such as Liberia and Nigeria, where I am from originally.

The Employment Relations Bill, on the other hand, is government’s best foot in ensuring that rights of both employers and employees are upheld at all times in the workplace. Thus, the bill ensures procedural foundations in the assertion of those rights by both sectors. The advocacy of the CIPD towards human resource development through strategic partnership between employer and employee is the catalyst of all the initiatives of CBI, TUC and the government. The foundation of CIPD’s advocacy is real and very basic – human capital.

In the past, industries and employers only focused on financial capital as the main driver of their business. Workers and employees were seen as costs to the business and like other costs, management of the same was based on cuts and cost-saving measures. From this perspective, no one can expect a partnership to bloom and flourish. If workers or employees are costs, then they cannot be partners with the employers. CIPD’s advocacy for strategic partnership between employers and employees connotes people development programs.

Employees are perceived as important factors in the growth of the business in much the same degree as financial capital. People development programs are undertaken through trainings, value formation, improved working conditions, insurance compensation, skills upgrading, social involvement, succession planning and implementation of sound policies such as fair and well communicated disciplinary action policies. All these tools create an impression of partnership and which are readily recognized and accepted by employees as enhancing and empowering initiatives.

Unions play an important role in the pursuit of the partnership approach. Their acceptance and recognition of the new partnership concept influence their members’ embrace of the idea. How the unions perceive this new approach and how much heart they put into it would define the success of all the initiatives set forth by the different sectors. It should not be downplayed that employees still believe in their unions as the champions of their rights at work.

The TU’s of today should evolve into becoming leaders of workplace change by espousing an advocacy for strong partnership between employer and employees. Their role is more on educating their members on realistic situations by benchmarking good practices where partnerships resulted into workplace peace and harmony. TU’s role is to continue ensuring that members work productively and efficiently in order to promote the national economy. Thus, acts which lead to downtime costs should be avoided.

Therefore, TU’s role in cases of grievances of workers is to bring these matters to the awareness of employers thru discussions and arbitrations which truly address and resolve the issues without much fanfare. “Trade unions therefore have a role to play in helping to tackle the UK’s productivity problem because this is right for our members, it is right for employers and it is good for the economy. The overall approach is set out in the TUC’s statement Partners for Progress which was endorsed by the 1997 Congress.

It establishes that unions want to be taken seriously as part of the solution to the country’s problems rather than be seen as a problem themselves. It also makes the case for unions, employers, and government to work together to achieve shared objectives – to work in partnership. ”(TUC Response to Mckinsey Report on Productivity and Partnership. ) Partnership practices, as shared by various industries in many countries, including those which are highlighted in the United States during conferences sponsored by the Federal Mediation Conciliation Services, truly benefit both employers and employees in many ways.

Where employees trust their employers and vice versa, motivation for work is sustained. Where there is motivation, high level of productivity is given by employees and in return, employers are generous in giving compensation and benefits to their employees. “The central process through which partnership is established and conducted, and its outcomes secured, is continuous joint problem solving, alongside open and timely exchange of honest and accurate information…. ” (Dietz, G. Cullen, J. Coad, A. “Can there be non-union forms of workplace partnership? ” Page 291).

An entrepreneur faces many challenges while setting up a business. To deal with such challenges, tell yourself that I am not going to lose heart and won’t let others control my activities, I am not going to let the world decide who I am, or how good I am.

Whenever you go against the tide or stop being conventional, people will try to discourage you. At that time, you need to be courageous and have faith in yourself. Let your work speak for you. There are many ways of communication. You need to be confident, self-assured while communicating with someone; right body language and a good voice is always an advantage. Another advice, it is better to work within your means. I am personally against venture capitalists.

New age leaders or entrepreneurs should follow the ‘theory of effectuation’; conceptually it is the process of identifying opportunities and new ventures. Entrepreneur and managers think very differently. Managers are the causal thinkers. They set a goal and aggregate the resources required to get the work done. Meanwhile, first generation entrepreneurs are effectual reasoners.

An effectual reasoner evaluates his resources, and finds out ways to do things with those resources. While starting a business, you should not be worried about the top line or the bottom line; only focus on breaking it even. Unlike managers, entrepreneurs are not worried about market shares, profit or loss. They are like ‘aaj ka din kaisa raha’- how was today.

Learn from your failure

I have not been successful in every venture that I had started. Learn from your mistake and put your ego aside. When you go to a customer, be rational. Also never ever forget your first customer, because he gives you trust along with his money.

Keep your ego aside

Learn to put your ego aside. Entrepreneurs have to be persuasive with his customers, give him something that he will find attractive. Offer him an attractive value proposition. Always give your best to the customer, and in return make a good profit. Another thing I learned from my experience is that never believe in rumours. For example, in terms of technology, if someone tells you that nothing is going to change, it will definitely change. Always use your own judgement in such cases.

Under promise and over deliver

Never ever make a promise to your customers that you can’t deliver. If you promise something to your customer but cant deliver it, you are going to lose him/her forever. Try your best to stop your instinct to assure him/her with a false promise. Instead ask him to give you more time than you require. Try to convince him with what you have and what you can offier.

Partnership

I believe you form a partnership with a human being and not an organisation. It is important to build a certain relationship with your partner. I have 14 partners in about eight cities and I realized there are three rules which every entrepreneur should follow while forming a partnerships. First, prepare your dissolution deal before you prepare a partnership deal. You must know how to part ways, otherwise it can get really messy. Moreover, never enter into a partnership where you are not an equal partner. Always keep the casting vote with you, in case of dead lock, it will be helpful. People have to plan for generations ahead. If you don’t share the same vision with your partner, the partnership will not last.

If you only want to make money, then you are a businessman and not an entrepreneur. An entrepreneur should always work towards making a difference. I want to train 10,000 entrepreneurs. Till now I have managed to train only 1,000. I want to train another 9,000 before I die. Each entrepreneur will create jobs for 500 people, which will impact another 5,000. It will create medical benefits and other benefits for so many people. This is my vision.

(This article first appeared in the Indian edition of Entrepreneur magazine (October 2016 Issue).

Working in partnership with others is very important for children and young people; it will help them to have consistent routines, which is very essential it provides them with a sense of security and structure to their day. All adults who work with children and young people have a duty to get on very well with each other to demonstrate a positive attitude at work setting and to develop good professional relationships and also be a good role model to the children and young people they are caring for, this will help determine the type of care the child needs; temperament, likes, dislikes, health, interest and behaviour.

Successful relationships between colleagues will allow them to pull together to create a warm, friendly welcoming atmosphere and maintain a safe environment for the children and young people and also to build a plan fix for individual this will help to avoid any unnecessary conflicts or misunderstanding between them.

Parents/carers must always be involved in their children’s daily learning development and willing to work with the child care workers as part of the team, so good relationship and good communication skills between the two parties will have a huge effect on the child’s development, and it will make it easier for both to approach one another for any feedback and concerns for the child which is important to have this information and be aware of any sudden change in the child to act fast, to resolve any problems he/she may have, after all parents/carers and practioners are all aiming at the same goal, that is the health and well being of the children and young people and to make sure that they have the opportunities to get the most out of life.

Feedbacks between the two happens either face to face when the parents/carers drop off their children or at the pick up time, but sometimes through informal meetings to discuss their child’s progress and needs, and suggest ways in which parents/carers can stimulate their child’s learning and development at home. The importance of these meetings is to have a clear picture and full understanding of the child in addition to organize activities that will encourage the child’s physical, emotional, intellectual, and social growth. It is the practioners duty to help children explore individual interests, build self-esteem, develop talents and independence and learn how to get along with others. In some cases unfortunately are not straight forward, where outside professional agencies may get involved in the child’s life where there may be issues like for xample, speech difficulties, in this case the child will be referred to speech therapy where he/she be seen by a specialist who will provide sessions on one to one basis, to help the child to improve their speech. For children who are affected by behaviour or emotional difficulties, psychologist will be involved in their learning development. Social services may be involved too if there are any concerns or sign of child abuse, it is their duty to investigate any alleged incident and to assess the risk to the child and their need for protection. Social workers will often work closely with the child and the family to provide them with supports, but if the child is highly at risk of abuse, then the police will be contacted and involved too.

Other outside agencies who may be involved are physio, they provide exercises to help children who having problems with their muscular or breathing problems. SENCO is responsible for supporting children with special education needs to reduce the underachievement gap and enable all children to reach their full potential. Children who are facing problems with visual or hearing impairment are referred to sensory impairment team who will offer the best advice to the parents/carers on how to help the child and also how to use equipment effectively. The effective partnership working together is to share information about the child, their interests, routines and working to resolve issues such behaviour, sleep routine etc…

That is why it is vital to have good working partnership with parents/carers or guardians, they seem to know their child better than anybody else when it comes to the child’s interests, needs and strengths. Many parents/carers are very supportive and have a very good knowledge on how to help their child, especially where the child has medical or physical disability. When there is poor or lack of communication between the two parties, lot of unnecessary conflicts and misunderstanding will appear causing barriers to partnership which may have a strong effects on the child’s learning development. Sometimes there are various reasons for barriers to partnership working; one of them could be simply language barrier, culture, attitude and social economical background.

There are also many reasons can cause barriers between practioners and the child, it can be anything that prevents the child from participating fully because he/she was not given a chance to try certain activities, which make him feel excluded from the group. Some adults have a belief that disabled children are incapable, or to be pitied or feared. Barriers can be environmental too where the premises are inaccessible due to steps or poor lighting or other difficulties that occur within the environment such as the use of complex language; or it could be a lack of discriminatory policies or procedures. In order to promote inclusion, practioners must be aware of features that may cause a barrier to participation.

Good communication between partners is central to working with children and young people and parents/carers; it helps build trusts and understanding the perspective of others. It also encourages them to seek advice and uses services; it is key to establishing and maintaining relationships. It is important for practioners to use clear language to communicate with all children, young people, and parents/carers and all partners including people who find communication difficult to overcome any conflicts and misunderstandings, it is best to summarise situations in the appropriate way for the individual, taking account factors such as background, age and personality.

Having a clear communication between partners will make it easier to collect and gain information on the children and understand their needs which will help providing the right activities for individual and maintain a safe learning environment for the children and young people whom they are working with, and again it becomes much easier to communicate about issues and resolve problems that inevitably arise. Listening is the heart of clear communication, when people feel listened to and have their feelings accepted, they feel relief and move on to problem solving but when they do not feel understood or they feel judged or are interrupted, their annoyance or upset increases. Policies vary depending on type of work and the business, but there are quite a few policies that every work place should have like A Code of Conduct sets standards of ethical conduct and work place behaviour.

Policies in workplace is a statement of principle and practice dealing with ongoing management and administration of the organisation, they act as a guiding frame of reference for how the organisation deals with everything from its day-to day operational problems or how to respond to requirements to comply with legislation, regulation and codes of practice. Policies explain how to perform tasks and duties, it is a procedure specifying who in the organisation is responsible for particular tasks and activities, or how they should be carry out their duties, these should be reasonable and clearly understood. Confidentiality is one of the things that is included in child care policy, it is very vital to be kept private unless otherwise.

This confidential information is private and personal; it includes: *Address *Contact number *Birth date *Emergency contact information *Records of any medical history including immunisations *Contact information of the next kin *Details of the child’s GP & dentist *Nutritional restrictions *progress reports that has been gathered by observation *Referrals details *slips/forms of any injury occurring at the program *family changes All these information must be treated confidential in all child care programs and must not be shared outside the programs between friends and families of practioners; it is against the confidentiality policy and can have serious consequences. It can upset lot of people.

Trust may be lost causing damage to working relationships and also leads to disciplinary action by superior, not to mention the bad affect on the care worker’s professional reputation. Sensitive information should made available to practitioners only on a need-to-know basis. That means that different practitioners in the same setting will not necessarily have access to the same information. Therefore should not discuss confidential matters with colleagues unless it is appropriate and can be done privately. Sometimes confidential information needs to be discussed with parents/carers, this should be done privately as well. All this confidential information must be stored securely and handed with care.

Never leave sensitive paperwork or files where people who do not need to know will have access to them. If a setting stores records on computer, they must be registered on the Data Protection Register. There are rules about what information can be recorded and how information should be kept. Referrals take place for different reasons such as having concerns about the safety, welfare and/ or well being of children etc… Referrals of children in need should whenever possible, be accompanied by a statement of consent from the child or young person and parents/carers. Children and young people who are suffering significant harm will have social services involved in their cases, or maybe even the police depending how serious the harm is.

Some children who having difficulty in communication will be referred to speech therapy, who will arrange one to one sessions once a week with parents/carers permission, the child will be assessed by specialist to help them recognize the cause of speech delay or problem, and what kind of methods and activities will be useful for individual to be able to respond to the treatment he/she be receiving. Other children may have different issues like behaviour, or emotional difficulties, in this case they will be seen by psychologist and again same procedure will be needed. Physio will deal with children and young people who have muscular or emotional problems. Physio will use exercise for this matters.

Today, I wanted to share some thoughts about a complex topic that can involve significant consequences and benefits — partnerships. My thoughts on this subject could easily take up an entire book and maybe one day I’ll write it. But for now, I wanted to explore a few ideas with you on the secret to successful partnerships.

Ideally, you and your business partner have skills, or what I call your “language”, that are complementary. They’re great at something that you’re not good at, and you have some skills in other areas that they lack. So your skill sets mesh well together. A typical partnership involves someone who is better at internal business issues such as operations and human resources, partnered with someone who excels at sales and business development.

Related:

People commonly develop partnerships when their business is at the ground level, just starting out. At that point, it’s hard to say if your skill sets will be complementary in the long term for two reasons. One, if you’re new to entrepreneurship and aren’t clear on your strengths, it can be hard to know with certainty what your language is and how you should best leverage it in the business. Two, sometimes circumstances change and the emphasis shifts to be more inside than outside, or vice versa. At this point, you wonder if you or your partner are capable of evolving your respective languages to suit the new focus.

Related:

Entrepreneurs often identify partners because it makes them feel good and because it means they’re not doing it alone. That’s not a great reason to bring in a business partner. A better reason to have a business partner is they have skills, access or capabilities that you don’t have and vice versa. 

Les McKeown’s ‘Triangle of Talent’

Les McKeown, the author of many books including “,” is an excellent speaker and a very smart guy. He describes three different personality types:

1. The visionary.

This person can see things before they exist. It’s typically the person that we associate with entrepreneurship, the one who creates the business, and the one we tend to celebrate.

2. The producer.

This person ensures things get done. They chew through walls; they escalate the issue when needed, they scream and yell, but they get it done.

3. The process person.

This person excels at identifying the need for and creating systems and processes.

Every business needs these three personality types. Imagine these three personality types as the three points of a triangle and ask yourself which point of the triangle you are and which prospective members of your management team can play the other two roles. It’s true that each of us can possess more than one personality type, but everyone has a primary type. It’s important to choose partners with complementary languages, not clashing ones, and to respect each other’s languages.

Related:

Another great insight from Les McKeown is that no one of these personality types can be in the forefront for too long. Sometimes the visionary matters the most, such as when you’re trying something new. Sometimes the producer matters most, such as when need to meet a looming deadline. Other times the process person matters most such as when inefficiencies start to add up, and you need to update the way you do business. Insightful leadership will know when to hand the captain’s chair over to the necessary personality and let them steer the boat for a little while. I often see businesses consistently keeping one personality type in charge and not respecting the importance of the others. That just isn’t realistic. At different times, points of the “Triangle of Talent” should be taking the lead at your company, depending on the need. As the CEO and business owner, you need to develop the ego management to decide who needs to be in that role at any given time.

The downside of choosing limited company is a more complex process of setting up, legal formalities, administrational costs and lost privacy. So business in Canterbury would need to be registered with the Companies House where a copy of company’s report would have to be sent there annually. That would make some financial information available to competitors. Consequently owners of the business in Canterbury would face various administrational costs like hiring an accountant to do the books. Whereas the cost of establishing partnership would be much lower, no registration would be needed and there would be no rules in respect to accounting records or publishing company’s information.

However partners would not be able to sign the fixed and floating charge whereas shareholders could. This type of document would be important because it would enable owners of the business to manage their fixed assets without control of the bank unless the business goes into liquidation. Though partnership has a few advantages Mrs. Warner or Mr. Child as partners might face illness, retirement, withdrawal or death with adverse potential legal and financial consequences. Whereas limited companies would be a separate legal entity from its shareholders and would continue its existence despite death, illness or retirement of one of the owners.

A limited liability partnership (further – Llp) is one more option that customers may want to consider. It is similar to ordinary partnerships but has the following differences: Llp needs to be registered with government organization and exists as a separate legal entity from its owners. So advantage of choosing this business entity is the limited liability. The amount customers may lose is limited to the amount they invested. However for most of people it is much less popular. Mainly it is because Llp has the same downsides as limited company has which were mentioned two paragraphs above.

Recommendations to BCFS bank

This business report has identified three major questions BCFS bank needs to consider: how much money it may lose, who will be liable and how the bank will get its money back in case the business goes into liquidation. According to information provided, the bank has approved �1,000,000 loan for the business in Canterbury. Depending on the business entity chosen by owners, the scope of liability will be different.

In case of forming a partnership Mrs. Warner and Mr. Child will face unlimited liability for all business debts. When customers buy a planned Georgian Town House in the name of the partnership this property will be owned as a group of people. So they will be liable individually and as a group for repaying the loan. The same property brought by a limited company will be registered in the name of limited company because it exists as a separate legal entity. So if business fails Mrs. Warner’s liability will be limited to potential loss of 800,000.

So how BCFS bank can minimize the risk of not being repaid in the event of business going into liquidation? There a few ways. It is mostly presumable that a 1,000,000 loan will be borrowed in the form of a commercial mortgage. So in case the business defaults the bank will be entitled to sell the Georgian Town House as a direct security. If the value of the property will not be enough to cover the whole 1,000,000 then bank will be entitled to sue the owners of the partnership as their liability is unlimited. Any gap will be recovered by selling customers’ private assets chosen by bank as owners of partnership share joint and several liability.

If the commercial mortgage will be provided to a limited company the bank will likely ask Mrs. Warner and Mr. Child as company directors to enter into a personal guarantee. By signing such a document the directors will take personal commitment to repay the loan up to 1,000,000. That means Mrs. Warner and Mr. Child would put at risk their own assets which could be repossessed in case they will not be able to repay the loan. So personal guarantee as well as fixed and floating charge (the idea explained in first section of this report) will be indirect forms of security available to BCFS bank. These together with direct security – Georgian Town House will help to minimize risk BCFS may face. All the three forms of security will serve as the ways for lender to get the money back if business is to default.

However when BCFS bank is concerning the scenario of repossessing owners’ private assets (if there is a need to fill the gap of money borrowed and repaid) there are some conditions to be fulfilled. It is important to note that Mrs. Warner and Mr. Child own their properties jointly with married partners. So the bank has to ensure that husband of Mrs. Warner and wife of Mr. Child understand the risk they are taking with their partners who are starting up the business. Only by making sure married partners have signed document saying they have received legal advice from independent solicitor bank will be able to repossess the properties in case of business defaults. Otherwise husband of Mrs. Warner and wife of Mr. Child will claim there was a misrepresentation.