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NAF Holdings, LLC, Plaintiff v. LI & Fung (Trading) Limited, Defendant, 10 Civ. 5762
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Cite as: NAF Holdings, LLC v. LI & Fung (Trading) Ltd., 10 Civ. 5762, NYLJ 1202588705512, at *1 (SDNY, Decided February 8, 2013)
District Judge Paul Engelmayer
Decided: February 8, 2013
In this diversity action, plaintiff NAF Holdings, LLC ("NAF") sues Li & Fung (Trading) Limited ("Trading") for breach of contract. NAF claims that Trading breached an agreement with it when, before a planned merger between NAF's two subsidiaries and Hampshire Group, Limited ("Hampshire") was to close, Trading backed away from a commitment to provide post-merger sourcing services to Hampshire. NAF claims that this caused, or contributed to, the failure of its subsidiaries' merger. NAF seeks compensatory damages of more than $30 million.
Trading moves for summary judgment on multiple grounds. To resolve this motion, however, two facts are decisive. First, the injury for which NAF seeks remediation was one suffered by its wholly-owned subsidiaries and felt only indirectly, or derivatively, by NAF; and, second, before this lawsuit, those subsidiaries entered into a binding settlement agreement in which they waived the right to sue Trading in connection with the failed merger. NAF therefore has no right to sue on its own behalf for damages, and any derivative lawsuit on behalf of NAF's subsidiaries is precluded as a matter of law. Trading's motion for summary judgment is, therefore, granted.
I. Background1
A. The Failed Merger Between the NAF Subsidiaries and Hampshire
NAF is a Delaware limited liability holding company wholly owned by Efrem Gerszberg. Pl. 56.1 ¶¶1-2; Def. 56.1 ¶¶1-2. NAF was created in 2008 for the sole purpose of facilitating an acquisition of Hampshire. Gerszberg Dep. 24-25; id. Ex 5, at 1. Two subsidiaries of NAF are relevant here: NAF Holdings II LLC ("NAF II") and NAF Acquisition Corp. ("NAF Acquisition," collectively with NAF II, the "NAF Subsidiaries"). NAF II, formed in January 2009, is a wholly-owned subsidiary of NAF; NAF Acquisition, in turn, is a wholly-owned subsidiary of NAF II. Pl. 56.1 ¶¶5, 7; Def. 56.1 ¶¶5, 7; Gerszberg Dep. Ex. 42, at 9.
Beginning in 2008, Gerszberg, on behalf of NAF, sought to acquire Hampshire from its shareholders through a tender offer. Pl. 56.1 ¶18; Def. 56.1 ¶18; Hay Decl. Ex. D. Hampshire is a Delaware corporation that produces and markets women's and men's clothing, such as sweaters and knitwear, to retailers such as Macy's, JC Penney, Dillard's, and Bloomingdale's. Hay Decl. Ex. D.
In August 2008, as part of its preparation for that tender offer, NAF approached Trading to be Hampshire's sourcing agent post-acquisition. Pl. 56.1 ¶19; Def. 56.1 ¶19. Trading, a Hong Kong company, serves as a sourcing agent for its customers, which consist primarily of
apparel companies. Pl. 56.1 ¶10; Def. 56.1 ¶10. Trading thereby assists customers in identifying and placing orders with factories worldwide. Pl. 56.1 ¶¶11-12; Def. 56.1 ¶¶11-12.
In December 2008, NAF and Trading negotiated a buying agent agreement ("BAA"). Hay Decl. Ex. A ("BAA"); Pl. 56.1 ¶27; Def. 56.1 ¶27. The BAA provided that, after the merger, Trading would serve as Hampshire's sourcing agent. Trading disputes that the BAA was binding in December 2008 it contends that the BAA was contingent upon NAF's acquiring Hampshire, which, as explained below, never occurred. However, acknowledging that questions of fact bar resolution of that dispute on summary judgment, Trading has stipulated, for the purpose of this motion, that the BAA was in effect as of December 2008. Trading Br. 5 n.3.
Also in preparation for the tender offer, Gerszberg arranged to obtain funding from Wells Fargo Trade Capital LLC ("Wells Fargo"). In December 2008, Wells Fargo sent Gerszberg a loan commitment letter. Wells Fargo therein agreed to help create a $75 million credit facility to fund Hampshire's operations post-closing. Gerszberg Dep. Ex. 13; Pl. 56.1 ¶30; Def. 56.1 ¶30. The funding was to go to Hampshire, as the sole surviving entity of the forthcoming merger. Gerszberg Dep. Ex. 13, at 2. Wells Fargo's letter contemplated a $37.5 million loan by Wells Fargo itself and an additional $37.5 million of third-party financing. Id. Ex. 13. Ultimately, however, when Gerszberg proved unable to obtain the additional financing, the agreement with Wells Fargo was amended to provide for a $40 million credit facility, with $30 million funded by Wells Fargo. Id. Ex. 25. Both of these agreements were expressly conditioned upon the existence of a buying agency agreement with Trading. Pl. 56.1 ¶35; Def. 56.1 ¶35; Gerszberg Dep. Ex. 13, at 6 (¶14); id. Ex. 25, at 6 ( ¶14).
During early 2009, the per-share purchase price that Gerszberg offered for Hampshire's shares dropped by some 30 percent, from $8 to $5.55 per share. In the February 13, 2009 letter to
Hampshire's board in which he offered the lower price, Gerszberg attributed the reduced offer to, among other things, an "alarming" and "significant" erosion of Hampshire's sales, from more than $280 million in 2008 to between $225 million and $235 million projected in 2009. Gerszberg Dep. Ex. 26, at 2.
On February 23, 2009, the two NAF Subsidiaries entered into a merger agreement with Hampshire, at the $5.55/share price, which equated to $30,353,865 for all shares of Hampshire. Gerszberg Dep. Ex 27 ("Merger Agreement" or "MA") at 1; Pl. 56.1 ¶¶46, 48; Def. 56.1 ¶¶46, 48. That amount was to be paid by NAF Acquisition. MA 1, §1.1(a). Important here, NAF was not a party to the Merger Agreement. Pl. 56.1 ¶4; Def. 56.1 ¶4. NAF II and NAF Acquisition, the only NAF entities that were parties to the Merger Agreement, are not parties to this litigation. See Second Am. Compl. ("SAC"); Pl. 56.1 ¶¶6, 8-9; Def. 56.1 ¶¶6, 8-9. The Merger Agreement included a number of representations, including that there was a $40 million loan commitment from Wells Fargo and a sourcing agreement between NAF and Trading. MA §5.6(e); Pl. 56.1 ¶47; Def. 56.1 ¶47.
Under the Merger Agreement, the expiration date for the NAF Subsidiaries to acquire Hampshire's shares was March 27, 2009. After NAF advised Trading that the agreement had been executed, Trading began due diligence as to how it would transition into being Hampshire's sourcing agent, assuming the acquisition closed. Hay Decl. Ex. I, Ex. 20; Pl. 56.1 ¶49; Def. 56.1 ¶49. On March 23, 2009, a Trading employee sent Gerszberg an email requesting certain additional security for the BAA. Pl. 56.1 ¶53; Def. 56.1 ¶53; Hay Decl. Ex. J, Ex. 11. Trading requested $5 million in cash collateral, revised letters of credit, and an $11.5 million standby letter of credit opened in Trading's favor. Hay Decl. Ex. J, Ex. 11. On March 25, 2009,
Gerszberg responded by email, asking Trading to "reconsider your position and honor [the prior BAA]" without additional security. Gerszberg Dep. Ex. 51; Pl. 56.1 ¶56; Def. 56.1 ¶56.
The expiration date of the merger was extended twice, first until March 31, 2009, and then until April 17, 2009, at least in part because an insufficient number of Hampshire's outstanding shares had, by then, been tendered. The parties vigorously dispute two aspects of the events of late March and early April. Trading contends that, on March 30, 2009, it terminated the BAA, on the basis of NAF's refusal to provide additional security. Def. 56.1 ¶58. NAF disputes that it was told of the termination at that point; it claims that it learned of it only later. Pl. 56.1 ¶58.2 The parties also dispute whether Trading's termination was justified under the BAA. The BAA allowed Trading to terminate the agreement "with immediate effect" if NAF was at any time in breach of its obligations under Clause 8 of the agreement, Hay Decl. Ex. A ("BAA"), §14.4; Pl. 56.1 ¶28; Def. 56.1 ¶28, but the parties dispute whether NAF was then in breach.3
As for the merger between the NAF Subsidiaries and Hampshire, it never closed. As of April 17, 2009, sufficient shares of Hampshire had been tendered, but Hampshire had insufficient cash on hand to complete the transaction pursuant to the terms of the Merger Agreement. Pl. 56.1 ¶¶59-62; Def. 56.1 ¶¶59-62. The NAF Subsidiaries thereupon agreed to extend the tender offer again. On April 20, 2009, the Merger Agreement was amended; the NAF Subsidiaries reaffirmed the representations in the original Merger Agreement, save that a sourcing agreement was in full force and effect. Pl. 56.1 ¶¶63-65; Def. 56.1 ¶¶63-65. On April 24, 2009, Wells informed Gerszberg that financing for the merger had been approved, and that it was ready to close the deal, but it advised that, as a result of Hampshire's deteriorating financial condition, it would require side collateral and a higher rate on the credit facility than originally contemplated. Pl. 56.1 ¶73; Def. 56.1 ¶73; Gerszberg Dep. Ex. H, Ex. 76. On April 26, 2009, however, the NAF Subsidiaries terminated the Merger Agreement. Pl. 56.1 ¶74; Def. 56.1 ¶74. At the time, Gerszberg attributed the termination to Hampshire's breach of various covenants in the Merger Agreement and Hampshire's eroding financial condition. Gerszberg Dep. Exs. 57, 60; Pl. 56.1 ¶77; Def. 56.1 ¶77. Gerszberg did not claim, at the time, a breach by Trading, or that Trading's conduct, including its termination of the BAA, had caused NAF to terminate the merger.4
B. The Settlement Agreement
On September 28, 2009, the parties to the merger the NAF Subsidiaries and Hampshire entered into a settlement agreement. Gerszberg was also a party to that agreement. Gerszberg Dep. Ex. 64 (the "Settlement Agreement"); Pl. 56.1 ¶81; Def. 56.1 ¶81. Under the Settlement Agreement, Hampshire paid the NAF Subsidiaries $833,000 in exchange for a full release by Gerszberg, NAF, and the NAF Subsidiaries of all claims against Hampshire. Pl. 56.1 ¶82; Def. 56.1 ¶82; Settlement Agreement 13810 (§1), 13811 (§2).
Important here, under the agreement, the NAF Subsidiaries and Gerszberg agreed not to:
initiate, institute, reinstitute, maintain, prosecute or voluntarily aid in the initiation, institution, reinstitution, maintenance or prosecution of, any action, claim, suit, proceeding, arbitration or cause of action of any kind whatsoever, in any court, administrative agency or other forum, against any person, whether or not a party to this Settlement Agreement, to recover damages, attorneys fees, expenses of any type or any other losses allegedly sustained as a result of the Transaction Agreements or the Transaction.
Settlement Agreement 13813 (§7) (emphasis added). It is undisputed that that provision bars the NAF Subsidiaries and Gerszberg from pursuing claims against Trading arising out of the merger and its failure. NAF, however, was not a party to the Settlement Agreement.
C. Procedural History
On July 29, 2010, NAF filed the complaint in this case. Dkt. 1. On December 16, 2010, and May 13, 2011, respectively, NAF filed its Amended Complaint and a Second Amended Complaint. Dkt. 8, 18. On May 31, 2011, Trading answered the Second Amended Complaint, and on January 12, 2012, with the Court's permission, filed an Amended Answer. Dkt. 20, 29.
On August 15, 2012, Trading moved for summary judgment. Dkt. 32-69. On October 29, 2012, NAF submitted its opposition. Dkt. 44-46, 48. On November 12, 2012, Trading submitted its reply. Dkt. 49-51. On January 29, 2013, the Court heard oral argument.
II. Discussion
Trading moves for summary judgment on three grounds. First, it argues, NAF has not suffered an injury in fact, and therefore lacks Article III standing and has failed to state a claim. Second, it argues, NAF may not properly bring claims for damages based on injuries suffered only by its subsidiaries. Third, it argues, Trading properly terminated the BAA. Trading Br. 15-25. NAF counters that whether NAF suffered an injury in fact, and whether Trading breached the BAA, are questions of fact that preclude summary judgment. And it argues that as a parent corporation, it may assert a claim for damages sustained by its subsidiaries. NAF Br. 16-30.
For the reasons that follow, the Court holds that the injury upon which NAF seeks to recover fell, if at all, only upon NAF's subsidiaries, not NAF; that any right NAF has to bring suit would therefore be in a derivative, not direct, capacity; and that because NAF's subsidiaries have both expressly relinquished their rights to pursue claims against Trading, NAF may not pursue such a lawsuit. Summary judgment is thus merited in favor of Trading.
A. Applicable Legal Standards
To prevail on a motion for summary judgment, the movant must "show[] that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). The movant bears the burden of demonstrating the absence of a question of material fact. In making this determination, the Court must view all facts "in the light most favorable" to the non-moving party. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986); see also Holcomb v. Iona Coll., 521 F.3d 130, 132 (2d Cir. 2008). To survive a summary judgment motion, the opposing party must establish a genuine issue of fact by "citing to particular parts of materials in the record." Fed. R. Civ. P. 56(c)(1); see also Wright v. Goord, 554 F.3d 255, 266 (2d Cir. 2009). "A party may not rely on mere speculation or conjecture as to
the true nature of the facts to overcome a motion for summary judgment," because "conclusory allegations or denials cannot by themselves create a genuine issue of material fact where none would otherwise exist." Hicks v. Baines, 593 F.3d 159, 166 (2d Cir. 2010) (citation omitted). Only disputes over "facts that might affect the outcome of the suit under the governing law" will preclude a grant of summary judgment. Anderson v. Liberty Lobby Inc., 477 U.S. 242, 248 (1986).
B. Choice of Law
The parties cite to both Delaware and New York law but do not address choice of law. Because this Court's subject matter jurisdiction is based solely upon diversity, we apply the choice of law rules of the forum state here, New York. Galef v. Alexander, 615 F.2d 51, 58 (2d Cir. 1980) (citing Swanson v. Traer, 354 U.S. 114, 116 (1957)).
Under those rules, New York law applies to substantive issues relating to the formation, interpretation, and alleged breach of the BAA. The BAA contains a forum selection clause providing that it "shall be governed by and construed in accordance with the laws of the State of New York."5 BAA §18. Such forum selection clauses are "prima facie valid and enforceable unless shown by the resisting party to be unreasonable." U.S. Bank Nat. Ass'n v. Ables & Hall Builders, 582 F. Supp. 2d 605, 612 (S.D.N.Y. 2008) (quoting Brooke Grp. v. JCH Syndicate 488, et al., 87 N.Y.2d 530, 534 (1996)); see also Sterling Nat'l Bank v. E. Shipping Worldwide, Inc., 35 A.D.3d 222, 222 (1st Dep't 2006) ("[I]t is the well-settled 'policy of the courts of this State to enforce contractual provisions for choice of law and selection of a forum for litigation.'" (quoting Koob v. IDS Fin. Servs., 212 A.D.2d 26, 33 (1st Dep't 1995))).
However, whether NAF can bring a shareholder suit to vindicate claims of injuries directly felt by its subsidiaries is a question of corporate law. On such questions of corporate law, New York law defers to the state of incorporation: New York courts "look to the law of the state of incorporation in adjudicating a corporation's 'internal affairs,' including questions as to the relationship between the corporation's shareholders and its directors." Galef, 615 F.2d at 58; see also N.Y. Ltd. Liab. Co. Law §801(a) ("[T]he laws of the jurisdiction under which a foreign limited liability company is formed govern its organization and internal affairs."). The law of the state of incorporation also governs the question whether a particular shareholder suit is direct or derivative. Seidl v. Am. Century Companies, Inc., 713 F. Supp. 2d 249, 255 (S.D.N.Y. 2010) aff'd, 427 F. App'x 35 (2d Cir. 2011); Finkelstein v. Warner Music Grp. Inc., 32 A.D.3d 344, 345 (1st Dep't 2006). The same is true if the inquiry is presented as whether NAF may pierce the corporate veil separating it from its subsidiaries. Spagnola v. Chubb Corp., 264 F.R.D. 76, 85 n.10 (S.D.N.Y. 2010) ("Under New York choice-of-law principles, the issue of whether the corporate veil may be pierced is determined under the law of the state of incorporation." (citing Fletcher v. Atex, Inc., 68 F.3d 1451, 1456 (2d Cir. 1995))). Here, NAF and the NAF Subsidiaries are organized under the laws of Delaware, see Pl. 56.1 ¶¶1, 5, 7; Def. 56.1 ¶¶1, 5, 6. Delaware law therefore applies to such questions relating to NAF's internal affairs.
C. Because NAF Has Not Suffered a Direct Injury, Its Claims Are Exclusively Derivative in Nature
NAF asserts that it suffered a direct injury when the merger with Hampshire fell through. However, pressed at argument to be concrete as to the nature of that injury, NAF stated only that its subsidiaries had lost value as a result of the failed merger, and that NAF was thus injured in its capacity as the 100 percent shareholder/owner of the subsidiaries. The Court then asked counsel for NAF whether NAF suffered any injury other than through the diminished value of the
subsidiaries that it wholly owned. NAF's counsel identified none. Consistent with this, NAF's Second Amended Complaint also lacks any concrete allegation of an injury to NAF from Trading's alleged breach and the collapse of the merger allegedly caused by that breach, other than that NAF's ownership stake in the NAF Subsidiaries lost value.
Under these circumstances, any viable lawsuit brought by NAF against Trading for breach of contract resulting in the collapse of the merger would necessarily be a derivative one, on behalf of the NAF Subsidiaries, and any recovery would go to the NAF Subsidiaries, not NAF. Under Delaware law, to determine whether a shareholder suit is direct or derivative,
"[a] court should look to the nature of the wrong and to whom the relief should go. The stockholder's claimed direct injury must be independent of any alleged injury to the corporation. The stockholder must demonstrate that the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation."
Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031, 1039 (Del. 2004). The inquiry thus turns on "(1) who suffered the alleged harm (the corporation or the stockholders); and (2) who would receive the benefit of any recovery or other remedy (the corporation or the stockholders individually)." Id. at 1035.6
Measured against this standard, NAF's claim is necessarily derivative. It is only through a loss to the NAF Subsidiaries that NAF claims to have suffered a loss at all. And the Delaware Supreme Court has repeatedly emphasized that a decrease in a shareholder's stock's value can be asserted only as a derivative claim. See Gentile v. Rossette, 906 A.2d 91, 99 (Del. 2006) ("Such claims are not normally regarded as direct, because any dilution in value of the corporation's stock is merely the unavoidable result (from an accounting standpoint) of the reduction in the value of the entire corporate entity, of which each share of equity represents an equal fraction. In
the eyes of the law, such equal 'injury' to the shares…is not viewed as, or equated with, harm to specific shareholders individually."); Kramer v. W. Pac. Indus., Inc., 546 A.2d 348, 353 (Del. 1988) ("Thus, where a plaintiff shareholder claims that the value of his stock will deteriorate and that the value of his proportionate share of the stock will be decreased as a result of alleged director mismanagement, his cause of action is derivative in nature."); see also Debussy LLC v. Deutsche Bank AG, No. 05 Civ. 5550 (SHS), 2006 WL 800956, at *3 (S.D.N.Y. Mar. 29, 2006) ("Because injury alleged by a diminution of investment value is indirect and contingent upon injury to the corporation, the claim is derivative." (citing Kramer, 546 A.2d at 353)), aff'd, 242 F. App'x 735 (2d Cir. 2007). Tellingly, NAF states in its brief that, as a parent, there are "damages that flow to it from NAF II and NAF Acquisition." NAF Br. 26. A suit to recover for such injuries is the paradigm of a derivative, as opposed to a direct, lawsuit.
D. NAF May Not Directly Assert Its Subsidiaries' Claims
NAF claims that these familiar rules do not apply, because it is a corporate parent. It asserts that, in that capacity, it is entitled itself to recover for injuries suffered by its subsidiaries. But the case law in Delaware and New York refutes that claim. Delaware law firmly holds that a parent does not have the right to recover for claims that belong to a subsidiary corporation. Rather, a parent's interest in such a claim is only indirect and, as such, the claim must be asserted derivatively on behalf of the subsidiary or by the subsidiary itself. See Sagarra Inversiones, S.L. v. Cementos Portland Valderrivas, S.A., 34 A.3d 1074, 1081 n.13 (Del. 2011) (parent corporation has only indirect property interest in a claim of its subsidiary, subject to the subsidiary's board's discretionary power to decide whether to enforce that claim); Hamilton Partners, L.P. v. Englard, 11 A.3d 1180, 1205 (Del. Ch. 2010) ("The parent corporation does not receive the right to sue as a result of the merger and cannot assert directly the right of the
subsidiary."); see also Buechner v. Farbenfabriken Bayer Aktiengesellschaft, 154 A.2d 684, 686-87 (Del. 1959) (describing parent corporation's property interest in subsidiary's corporate assets, including claims, as an "indirect interest" which creditors of parent cannot reach directly, absent fraud); NetJets Aviation, Inc. v. LHC Commc'ns, LLC, 537 F.3d 168, 176 (2d Cir. 2008) ("[A] plaintiff seeking to persuade a Delaware court to disregard the corporate structure faces 'a difficult task.'" (quoting Harco Nat'l Ins. Co. v. Green Farms, Inc., No. CIV. A. 1331, 1989 WL 110537, at *4 (Del. Ch. Sept. 19, 1989))). Cf. Japan Petroleum Co. (Nigeria) Ltd. v. Ashland Oil, Inc., 456 F. Supp. 831, 838 (D. Del. 1978) ("Thus, under ordinary circumstances, a parent corporation will not be held liable for the obligations of its subsidiary."). Moreover, Delaware law recognizes that, where a subsidiary is wholly owned by a parent, there is no need for the parent to bring a lawsuit. Rather, "the parent, as a practical matter and by virtue of its 100 percent control, can cause its wholly owned subsidiary to enforce its claim directly." Sagarra Inversiones, 34 A.3d at 1081 n.13. Notably, NAF has not argued that it lacks the authority or ability to direct NAF II or NAF Acquisition to bring suit directly against Trading.
New York law similarly bars parent corporations from bringing direct suits aimed at vindicating injuries suffered by their subsidiaries. The Second Circuit has noted that a corporate subsidiary is a "separate corporation," and the parent company thus does not have any inherent "standing to assert [the subsidiary's] legal rights." Hudson Optical Corp. v. Cabot Safety Corp., No. 97-9046, 1998 WL 642471, at *3 (2d Cir. Mar. 25, 1998) (summary order); see also In re Beck Indus., Inc., 479 F.2d 410, 418 (2d Cir. 1973) ("Where a parent corporation desires the legal benefits to be derived from organization of a subsidiary that will function separately and autonomously in the conduct of its own distinct business, the parent must accept the legal consequences, including its inability later to treat the subsidiary as its alter ego because of certain
advantages that might thereby be gained. In short the parent cannot 'have it both ways.'"); Clarex Ltd. v. Natixis Sec. Am. LLC, No. 12 Civ. 0722 (PAE), 2012 WL 4849146, at *6 (S.D.N.Y. Oct. 12, 2012) ("It is black-letter law that one corporation cannot assert an affiliate's legal rights."); Pac. Elec. Wire & Cable Co., Ltd. v. Set Top Int'l, Inc., No. 03 Civ. 9623 (JFK), 2005 WL 578916, at *8 (S.D.N.Y. Mar. 11, 2005) ("A parent corporation may not pierce the corporate veil in order to assert the claims of its subsidiary." (citation omitted)); Bross Util. Serv. Corp. v. Aboubshait, 618 F. Supp. 1442, 1444-45 (S.D.N.Y. 1985) ("A parent corporation cannot create a subsidiary corporation and then ignore the separate corporate existence of that subsidiary whenever it would be advantageous to the parent….Thus, the courts will not allow a parent to pierce the corporate veil it created for its own benefit, so as to assert the claims of its subsidiary." (emphasis in original)). Under New York law, the fact of corporate affiliation does not give an entity the right to bring a suit in its own name for an injury to an affiliate. See, e.g., Motorola Credit Corp. v. Uzan, 274 F. Supp. 2d 481, 495 (S.D.N.Y. 2003) aff'd in part, vacated in part, remanded, on other grounds, 388 F.3d 39 (2d Cir. 2004) ("While, given their affiliated status, it may be that Motorola, Inc. and MCC can be conflated or viewed as agents of one another for certain evidentiary and other purposes, when it comes to bringing a claim the corporate forms must be respected and, absent an assignment or the like (not present here), only a company that itself suffered an injury can sue on that claim."); Wilhelmina Models, Inc. v. Fleisher, 19 A.D.3d 267, 269 (1st Dep't 2005) ("As separate entities from the potential borrower, plaintiffs could not directly profit from the loan proceeds and therefore damages were insufficiently pleaded."). Cf. Green Island Power Auth. v. F.E.R.C., 577 F.3d 148, 161 (2d Cir. 2009) (holding that subsidiary had "fail[ed] to explain the mechanism by which injury would flow to it" from injury to its parent, and thus subsidiary had no standing).
NAF relies on two cases to support its claim of entitlement as a corporate parent to sue in its own name to vindicate injuries directly felt by its subsidiaries, but both are inapposite. The plaintiff in Astra Oil Trading NV v. PRSI Trading Co., 794 F. Supp. 2d 462, 471-72 (S.D.N.Y. 2011) was a parent company that was pursuing its own indemnification claim against a partnership. The partnership asserted that the parent lacked standing to sue the partnership, because the parent, in making its payment as guarantor, had directed "that funds be transferred from its subsidiary's account." Id. at 472. The district court recognized, however, that the legal duty to pay, and therefore the legal right to recover, belonged to the parent, regardless of where the parent had obtained the money that it had used to pay its guarantee. Id. Here, by contrast, NAF has failed to identify any injury to it, as opposed to its subsidiaries, when the merger with Hampshire collapsed.
Lumbermens Mutual Casualty Co. v. Pennsylvania, 856 N.Y.S.2d 499 (table), 2008 WL 223274 (Sup. Ct. 2008) rev'd and remanded, 52 A.D.3d 212 (1st Dep't 2008), is also unhelpful to NAF. NAF contends that that trial court decision shows that "New York law clearly allows a parent corporation to assert a claim for damages sustained by its wholly-owned subsidiary." NAF Br. 25. NAF relies on a single sentence in which the Lumbermens court stated: "It is well settled in New York that a parent company of a wholly owned subsidiary, whose pecuniary interest is directly affected, has standing to prosecute and defend its subsidiary's claims." Id. at *2-3. But this statement does not avail NAF, for a host of reasons. First, it is dictum, because the subsidiary was a party to that case. Second, it is unsupported by the cases which Lumbermens cited in support of this proposition, which primarily deal with the assessment of a subsidiary's property for tax purposes. Third, the only two cases to cite Lumbermens for this proposition declined to follow Lumbermens, on the grounds that the decision had been reversed.
See Digital Broadcast Corp. v. Ladenburg, Thalmann & Co., Inc., 2008 NY Slip Op. 33451U, 18 (Sup. Ct. Dec. 11, 2008); Fin. Guar. Ins. Co. v. IKB Deutsche Industriebank AG, 2008 NY Slip Op. 33495U (Sup. Ct. 2008). Fourth, the law in both Delaware and New York, canvassed above, is squarely to the contrary. Fifth and finally, even if the Lumbermens formulation were the law, NAF would still not have the right to sue here, because there is no evidence in the summary judgment record that NAF's "pecuniary interest" was "directly affected" by the failed merger. Its pecuniary interest was at most indirectly affected, by virtue of the diminished value of its subsidiaries.
E. The NAF Subsidiaries Are Third-Party Beneficiaries of the BAA
In a final argument why it may pursue a direct claim, NAF noted at argument that, in December 2008, when it entered into the BAA with Trading, the NAF Subsidiaries did not exist. They were instead created shortly afterwards, by NAF, in contemplation of the merger. But that fact does not alter the analysis. NAF's subsidiaries, and not NAF, were the parties to the merger whose collapse NAF claims caused injury. NAF does not explain why the fact that it (and not its later-created subsidiaries) was the signatory to the BAA means that it was injured by Trading's alleged breach of that agreement.
Furthermore, the NAF Subsidiaries were clearly third-party intended beneficiaries of the BAA, such that they could lawfully pursue a claim that Trading breached that agreement. Under New York law, to show a right to sue as a third-party beneficiary, a plaintiff must establish:
"(1) the existence of a valid and binding contract between other parties, (2) that the contract was intended for [its] benefit, and (3) that the benefit to [it] is sufficiently immediate…to indicate the assumption by the contracting parties of a duty to compensate [it] if the benefit is lost."
Mandarin Trading Ltd. v. Wildenstein, 16 N.Y.3d 173, 182 (2011) (citation omitted).
Those elements are comfortably met here. First, for purposes of this motion, it is undisputed that the BAA was a valid and binding contract.
Second, the BAA was intended for the subsidiaries' benefit. As the Second Circuit has explained:
"[a]n intended third party beneficiary will be found when it is appropriate to recognize a right to performance in the third party and the circumstances indicate that the promisee intends to give the third party the benefit of the promised performance….In determining third party beneficiary status it is permissible for the court to look at the surrounding circumstances as well as the agreement. Moreover, it is well-settled that the obligation to perform to the third party beneficiary need not be expressly stated in the contract."
Trans-Orient Mar. Corp. v. Star Trading & Mar., Inc., 925 F.2d 566, 573 (2d Cir. 1991) (citing Restatement (Second) of Contracts §302 (1981)) (other citations omitted); see also Consol. Edison, Inc. v. Ne. Utilities, 426 F.3d 524, 528 (2d Cir. 2005) ("To create a third party right to enforce a contract, 'the language of the contract' must 'clearly evidence[] an intent to permit enforcement by the third party.'" (quoting Fourth Ocean Putnam Corp. v. Interstate Wrecking Co., 66 N.Y.2d 38, 45 (1985)) (alterations in original) (emphasis omitted)); Barnum v. Millbrook Care Ltd. P'ship, 850 F. Supp. 1227, 1234 (S.D.N.Y. 1994) (intent of the promisee governs). On its face, the BAA was explicitly intended to effectuate the merger with Hampshire, whether by NAF, or, as later emerged, by the subsidiaries it created for the purposes of effectuating that merger. And under New York law, "the identity of a third-party beneficiary to a contract need not be known at the time the contract is executed." Saratoga Schenectady Gastroenterology Assocs., P.C. v. Bette & Cring, LLC, 83 A.D.3d 1256, 1257 (3d Dep't 2011). Moreover, the text of the BAA and the surrounding circumstances of the merger fairly anticipate an intention that a wholly-owned subsidiary of NAF, rather than NAF itself, might be used as the vehicle to acquire Hampshire. The BAA's recitations state that the purpose of the BAA was to enable NAF to
"acquir[e] a target company," Hampshire. BAA 1(A). There is no limiting language in the BAA to the effect that such an acquisition would be accomplished directly by NAF, as opposed to indirectly, by a subsidiary. On the contrary, the BAA contains an exclusivity provision that implies that such an affiliate might be utilized: It bars Trading from providing sourcing services to Hampshire or any entity considering the purchase of Hampshire, "unless such entity is related to [NAF]." BAA §23 (emphasis added). And in December 2008, the same month that the BAA was executed, Gerszberg, NAF's owner, had stated to Wells Fargo that he planned to create a subsidiary to carry out the merger. See Gerszberg Dep. Ex. 13, at 2 ("We understand that you and a group of investors intend to form a new entity that will merge with Hampshire Group, Ltd….").
Third and finally, the benefit to the NAF subsidiaries under the BAA is "sufficiently immediate" to indicate that NAF and Trading intended to compensate the subsidiaries in the event of a breach by Trading. Had the acquisition of Hampshire gone through, Hampshire would have merged into NAF Acquisition and would have survived as the indirect subsidiary of NAF (via NAF II). It is thus apparent that NAF's intent (as promisee) was that its subsidiary would have had the right to Trading's performance under the BAA. See Consol. Edison, Inc., 426 F.3d at 527 ("A non-party is an intended third-party beneficiary if (inter alia) 'recognition of a right to performance in the beneficiary is appropriate to effectuate the intention of the parties.'" (quoting Restatement (Second) of Contracts §302 (1981))). And because the NAF Subsidiaries were acquiring Hampshire, it was to their benefit, not NAF's, that Trading was to perform, by providing Hampshire, post-merger, with sourcing services. See Trepel v. City of New York, No. 98-CV-6327 (JG), 2000 WL 1364362, at *6 (E.D.N.Y. Sept. 11, 2000) ("[W]here the performance is rendered directly to a third party, that party is generally considered an intended
beneficiary of the contract." (quoting Alicea v. City of New York, 145 A.D.2d 315, 318 (1st Dep't 1988))); see also Noveck v. PV Holdings Corp., 742 F. Supp. 2d 284, 296 (E.D.N.Y. 2010) ("An intent to benefit a third party can…be found when no one other than the third party can recover if the promisor breaches the contract…." (quoting Alicea, 145 A.D.2d at 318)), aff'd, appeal dismissed sub nom. Noveck v. Avis Rent A Car Sys., LLC, 446 F. App'x 370 (2d Cir. 2011).
F. NAF's Derivative Claims Are Barred
The Court therefore holds that, to the extent that NAF had the ability to sue Trading for allegedly breaching the BAA and causing the merger with Hampshire to fall through, such a suit would be a derivative one, based on NAF's status as a shareholder of the assertedly injured subsidiaries.
NAF, however, has not attempted to meet the pleading requirements of a derivative lawsuit.7 Nor are the derivative lawsuit procedures designed for this situation: Delaware law recognizes that a parent company can simply direct its wholly-owned subsidiary to enforce its own claim directly. See Sagarra Inversiones, 34 A.3d at 1081 n.13; Lambrecht v. O'Neal, 3 A.3d 277, 288-89 (Del. 2010).
Moreover, even assuming that these pleading requirements had been met, the decisive fact, fatal to NAF's claim, is that the NAF Subsidiaries no longer have a viable claim against Trading. Both subsidiaries relinquished any such claim in their settlement agreement with
Hampshire. That broadly-worded agreement included an express waiver of claims by the NAF Subsidiaries and Gerszberg "against any person, whether or not a party to this Settlement Agreement to recover damages, attorneys fees, expenses of any type or any other losses allegedly sustained as a result o/the Transaction Agreements or the Transaction." Settlement Agreement 13813 (§7) (emphasis added). At argument, counsel for NAF acknowledged that that language bars the NAF Subsidiaries from suing Trading. It thus equally bars their shareholder, NAF, from suing Trading derivatively on their behalf.
For the reasons articulated above, the Court grants summary judgment in favor of Trading. Because the Court enters summary judgment for Trading on this ground, the Court does not reach Trading's additional arguments-which the Court views as substantial-as to why summary judgment is merited in its favor. The Clerk of Court is directed to terminate the motion pending at docket number 32 and to close this case.
1. The Court's account of the underlying facts of this case is drawn from the parties' pleadings and their submissions in support of and in opposition to the instant motions specifically, the Declaration of John J. Hay ("Hay Decl.") (Dkt. 34, 37) and attached exhibits; the Declaration of George A. Reihner ("Reihner Decl.") (Dkt. 46) and attached exhibits; the Reply Declaration of John J. Hay ("Hay Reply Decl.") (Dkt. 50) and attached exhibits; the deposition of Efrem Gerszberg ("Gerszberg Dep.") (Dkt. 37 Ex. H) and attached exhibits; Defendant's Local Rule 56.1 Statement of Material Fact ("Def. 56.1") (Dkt. 35); and Plaintiff's Local Rule 56.1 Statement of Material Fact ("Pl. 56.1") (Dkt. 44). Citations to a party's 56.1 statement incorporate by reference the documents cited therein.
2. NAF has conceded that "[o]n March 30, 2010 Defendant notified NAF via email of its intent not to do business with NAF." SAC ¶22. NAF's argument is that, under the BAA, an email does not constitute adequate notice of termination. NAF Br. 26 n.13 (citing BAA cl. 20). NAF also points out that Trading decided internally to terminate the BAA five days earlier, on March 25, 2009. Id. at 26. Regardless whether Trading properly conveyed notice of termination when it sent its March 20, 2009 email, it is clear that Trading notified Gerszberg by email that day that "Li and Fung will not go forward in any way with your Hampshire venture." Hay Decl. Ex. I, Pl. Ex. 26, at 45. Trading further contends that NAF was not prejudiced by any deficiency in the form of its notice. Trading Reply Br. 12.
3. Trading contends that NAF breached the BAA by refusing to provide Trading with additional security and by refusing to provide an irrevocable standby letter of credit in response to a Material Adverse Change in Hampshire's business. Def. Br. 24. Trading also argues that NAF breached by failing to notify Trading of the decline in Hampshire's financial position. Id. at 25. NAF, in response, argues that the BAA's provision regarding Material Adverse Changes does not apply to Hampshire, and that there was no Material Adverse Change in NAF's position to justify additional security. NAF Br. 27-28.
4. In a letter to Hampshire dated April 26, 2009, Gerszberg gave notice that NAF II and NAF Acquisition were terminating the Merger Agreement, "as a result of, among other things, one or more material breaches of covenants and agreement on the part of [Hampshire]." Gerszberg Dep. Ex. 57. In an SEC filing dated May 20, 2009, Gerszberg listed breaches of the Merger Agreement covenants by Hampshire and contended that they constituted a Material Adverse Effect. He further stated that "the financing of the transaction became unattractive to Purchaser as a result of the material deterioration of the financial condition of Hampshire." Id. Ex. 60, at 11264-65. Gerszberg's SEC filing did not attribute the termination, even in part, to any conduct on Trading's part.
5. The Merger Agreement contains a forum-selection clause (at §9.4) identifying Delaware law as governing law, but the NAF Subsidiaries and Trading are not parties to that agreement.
6. This same analysis would apply under New York law. See Yudell v. Gilbert, 99 A.D.3d 108, 114-15 (1st Dep't 2012) (expressly adopting Tooley standard).
7. Federal Rule of Civil Procedure 23.1(b) requires a derivative plaintiff to "state with particularity (A) any effort by the plaintiff to obtain the desired action from the directors or comparable authority and, if necessary, from the shareholders or members; and (B) the reasons for not obtaining the action or not making the effort." NAF has pled neither a demand nor demand futility. And the facts pled do not suggest that the directors of the NAF Subsidiaries' boards were compromised in their ability to independently assess a demand by shareholder NAF that they bring suit against Trading. Quite the contrary, because NAF presumably controls the boards of its wholly-owned subsidiaries, there is every reason to expect that those boards would give, at a minimum, full and fair attention to a demand by NAF.
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text: Incredible renovation on a brand new 1 bedroom with large home office in the heart of the West Village. This apartment features a brand new kitchen with full-size, stainless steel appliances, including dishwasher, beautiful stone counter-tops, and white lacquer cabinetry. The living space is open, with refinished exposed brick, giving it a true village feel. The bathroom features brand new tiling and marble flooring, and a spacious stall shower.

subset: commoncrawl


text:
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Email on Demand by SchoolSpan
SCHOOLSPAN has tackled a tough legal issue now facingschool districts—destruction of evidence. Legislation passed lastyear, and upheld in a recent Supreme Court decision, means thatschools facing litigation could be held in contempt if they cannotretrieve court-requested staff e-mail or other digital communications.As a solution, SchoolSpan is offering Email on Demand,which provides schools with off-site management of e-mailaccounts and automatic, secure storage of data. The service qualifiesfor E-Rate Priority 1 funding. Price: Varies depending onmodules and hosting method.
This article originally appeared in the 04/01/2007 issue of THE Journal.
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A school system in Florida was in the process of building approximately 8,000 new classrooms. Focusing on their upcoming school year, they wanted the classrooms to be equipped with the latest projectors and multimedia equipment. They had approximately 1,000 large classrooms to install in a short amount of time. Read this whitepaper to learn how the school system achieved huge labor savings and modular cable installations. Read more...
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Price: $29.99
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Space-Saver Spice Rack Measures 'N Stores. Twelve spice containers fit into a rotating base that mounts under a cabinet or stacks on the counter to free-up shelf space. To dispense, slide out, shake, pour or use auto-measure dial that gives you ¼-teaspoon with each click. Fill with your own spices, then use 55 pre-printed labels to ID contents fast. Durable, wipe-clean white plastic with top carry handle. Price: $29.99
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World Briefing | Africa: Uganda: Revised Truce Signed
The government and the rebel group known as the Lord's Resistance Army signed a revised truce under which rebel fighters have until the end of the month to gather at two camps in southern Sudan, where they will be protected until a broader deal is reached. It also states that a nine-mile buffer zone...
November 02, 2006, ThursdayA Ugandan Peace
To the Editor: ''Uganda Peace Hinges on Amnesty for Brutality'' (front page, Sept. 15) shines an important light on one of the world's most brutal civil wars. There is now a ray of hope that the Lord's Resistance Army will lay down its arms and cease hostilities, but Uganda has been here...
September 22, 2006, FridayWorld Briefing | Africa: Uganda: Rebel Leaders Miss Deadline To Gather Under Peace Deal
Joseph Kony and his deputy, Vincent Otti, the leaders of the Lord's Resistance Army, the rebel movement that has terrorized Ugandans for nearly two decades, missed the deadline yesterday to gather at an assembly point in Sudan, Ri-Kwangba, as part of a truce, mediators said. Mr. Kony and Mr. Otti...
September 20, 2006, WednesdayUgandan Rebels Enter Sudan Camp Under Truce
The first group of Ugandan rebels have turned up at a neutral camp in southern Sudan as part of a truce to end 19 years of conflict with the government, the chief mediator said Monday.
September 12, 2006, TuesdayWorld Briefing | Africa: Uganda: Rebels Say They'll End Their Fight
The leaders of the Lord's Resistance Army, the shadowy rebel movement that has terrorized Ugandans for nearly two decades, went on local radio to announce that as of today, their war is over and they will stop fighting. The rebels, notorious for cutting off the tongues and lips of civilians,...
August 29, 2006, TuesdayWorld Briefing | Africa: Uganda: Rebels Declare A Cease-Fire
The rebel group known as the Lord's Resistance Army declared an immediate unilateral cease-fire ahead of peace talks with the government next week in southern Sudan. It called on the government to lay down its arms. The head of Uganda's delegation, Internal Affairs Minister Ruhakana Rugunda, said...
August 05, 2006, SaturdayUganda Rebels Sought
The International Criminal Court has issued arrest warrants for five members of a Ugandan group that has reportedly abducted thousands of children and forced them into service.
October 07, 2005, FridayCongo Troops Move to Evict Ugandan Rebels
The U.N. said it had airlifted Congolese soldiers to the town of Aba to confront members of the Lord's Resistance Army.
October 05, 2005, WednesdayWorld Briefing | Africa: Uganda: Rebel Spokesman Surrenders
A leader of the group that has been terrorizing Uganda's north for two decades, the Lord's Resistance Army, has surrendered to the government. The leader, Sam Kolo, was the spokesman of the rebel group and headed a delegation at failed peace talks in December. Officials said he had fled the rebels...
February 18, 2005, FridayEscape From Rebels Leads To a Reunion in Uganda
Heavily armed soldiers guard the front gate of St. Mary's College, a remote campus nestled in the wilderness here in northern Uganda, and these men in camouflage serve as a reminder of the horror once inflicted on the students at St. Mary's, one of Uganda's finest Catholic boarding schools. It...
October 10, 2004, SundayUgandans Kill 25 Rebel Fighters in Sudan
Ugandan troops pursuing the leader of the Lord's Resistance Army rebels killed 25 fighters in one of their biggest clashes with the guerrillas in weeks.
September 20, 2004, MondayWorld Briefing | Africa: Uganda: War Crimes Inquiry
Luis Moreno-Ocampo, chief prosecutor of the International Criminal Court, said the court was considering an inquiry into rights abuses by the Lord's Resistance Army, the rebel group that has terrorized northern communities since 1987. President Yoweri Museveni asked for the war crimes investigation....
January 30, 2004, FridayWorld Briefing | Africa: Uganda: No More Mr. Nice Guy
President Yoweri Museveni, seeking to dispel skepticism about his ability to crush a northern rebellion, vowed that his army would hunt down and kill the rebel leaders. ''We are now working hard to kill Kony and Otti, and we shall kill them,'' Mr. Museveni said. Tony Kony and Vincent Otti are the...
November 15, 2003, SaturdayWorld Briefing | Africa: Uganda: Children Drowned, Army Says
At least 45 children abducted by Ugandan rebels drowned in a river in the eastern part of the country over the weekend, the Ugandan Army said. The rebel Lord's Resistance Army, which traditionally operates in northern Uganda, has recently expanded its operations into eastern Uganda. ''The rebels...
July 18, 2003, FridayWorld Briefing | Africa: Uganda: Rebels Kill Peace Envoy
A messenger sent by government mediators to meet rebel representatives and deliver a letter and two mobile telephones was killed by the rebels, officials said. ''This will not stop us from continuing with the peace process,'' said Betty Akech, a member of a government team that is trying to engage...
March 26, 2003, WednesdaySEARCH 75 ARTICLES ABOUT THE LORD'S RESISTANCE ARMY:
Hope in Uganda
Two weeks after a cease-fire agreement, villagers in Gulu, Uganda, remain scarred but hopeful for peace.
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The victims of Uganda's Acholi war are desperate to put the nightmarish days behind them.
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text:
LONG ISLAND (WABC) -- Police have announced a sex trafficking bust on Long Island.
The woman arrested is charged with threatening young Korean women with violence if they didn't become prostitutes. They had originally applied for jobs at the woman's nail salon.
A four month investigation turned up surveillance photos of the alleged madam and her prostitutes. Sexy costumes were confiscated and $20,000 worth of proceeds. Authorities say it was all part of a sex trafficking scheme to get rich.
The Suffolk County DA's office say 44-year-old Jin Hua Cui lured young Asian women in by promising them work at the nail salon. But investigators say it was more like a brothel
The women responded to ads in a Korean paper, and men were solicited on Craigs List, according to investigators. But police say the victims had no idea they were getting into prostitution, and once involved they couldn't get out.
Prosecutors say Cui, who is Chinese, used intimidation.
The surveillance photos show Cui being driven around by 53-year-old Sangyel Kuen. Authorities say they'd pick up the prostitutes every morning and drive them to two locations in Hicksville and Huntington station.
Cui ran a profitable operation and according to investigators she lives in a sprawling home in Flushing.
long island, sex trafficking, local news
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BeerAdvocate on your phone?! True story. Try the beta now.
Tickets for American Craft Beer Fest are on sale now! (May 30 & 31 in Boston, MA)
Gillian - Goose Island Beer Co.
Displayed for educational use only; do not reuse. |
Ratings: 307 | Reviews: 47 | Show All Ratings:
Reviews by metter98:
New York
4.15/5 rDev +0.7%
look: 3.75 | smell: 4 | taste: 4.25 | feel: 4 | overall: 4.25
A: The beer is slightly hazy pale yellow in color and has a light amount of visible carbonation. It poured with a quarter finger bright white head that died down, leaving lacing on the surface and a collar around the edge of the glass.
S: Light to moderate aromas of white whine and sourness are present in the nose along with hints of yeast.
T: The taste is similar to the smell and has some added hints of strawberries and oak from the wine barrel aging.
M: It feels light- to medium-bodied and a little tart on the palate with a moderate amount of carbonation.
O: This is an enjoyable saison that has interesting flavors of wine barrels and sourness.
Note: Bottled on September 11, 2013
Serving type: bottle
02-02-2014 02:16:48 | More by metter98
More User Reviews:
4.43/5 rDev +7.5%
look: 4 | smell: 4.5 | taste: 4.5 | feel: 4 | overall: 4.5
Poured from a 765 ml bottle into a Goose Island Tulip glass. 2013 Vintage bottled on September 12, 2013.
Appearance: Pours a hazy yellowish golden orange with a lot of rising bubbles. Slight white head that quickly fizzes away. Not much lacing.
Smell: A fairly tart, sweet, and sour aroma with good hints of fruit, yeast, and spice. Belgian yeast with good hints of white pepper, farmhouse funk, and slight clove. Big wine barrel presence with hints of white grapes, oak, wood, Brett funk, and acid. Big scent of sweet strawberries along with some tart green apple, cherry, and berry. Sweet hints of honey and cream. Soft pale malt with hints of wheat, straw and cracker. A very good sweet and sour aroma.
Taste: Like it smells, a nicely sweet, sour, and tart taste with big notes of strawberry, yeast, and wine barrel. Belgian yeast with some nice notes of white pepper, farmhouse funk, and a little clove. Big champagne like wine barrel presence with notes of white grape, oak, wood, acid, and some Brett like sour funk. Big fruity taste of sweet strawberries along with some notes of green apple, cherry, and berries. Sweet taste of honey and some notes of cream. Soft pale malt with notes of wheat, straw, and cracker. A very good taste.
Mouthfeel: Medium bodied with a fairly high level of carbonation. Tart and fairly acidic with a drying finish. Alcohol heat is masked fairly well.
Overall: A very good twist on a Saison/Farmhouse Ale. Very nice balance of fruity sweetness and sour notes from the barrel.
Serving type: bottle
02-21-2014 08:19:59 | More by MattyG85
4/5 rDev -2.9%
look: 4 | smell: 4 | taste: 4 | feel: 4 | overall: 4
765ml bottle poured at fridge temp (41 F) into a pair of chalices. Second chalice has much more sediment than the first. I'm drinking the first.
Dingy yellow, fairly cloudy (second is quite cloudy). Pours with a big initial head that dissipates very quickly (like pouring pop on ice).Leaves very little head, just a ring around the top that is more or less constantly maintained by the large amount of carbonation. Smell is sour grapes, some lemon, something just sweet-tarty about it. Smells good.
Taste is total sweet tarts. Candy like, but in a much stronger realm of tartness with a weaker balance of sweetness. Something about this even brings to mind the chalkiness of sweet tart candies.
Mouthfeel is chalky (where'd I come up with that) -- more dry, very effervescent. Overall, this is a tasty beer.
Serving type: bottle
02-16-2014 04:12:39 | More by snaotheus
Gillian from Goose Island Beer Co.
out of 100
based on 307 ratings.


text:
- 11th August
2012 - 11
- 10th August
2012 - 10
- 7th September
2011 - 07
- 7th September
2011 - 07
- 14th August
2011 - 14
It's a sign !!
So I was hanging out with my cousin on Tuesday. I was having Korean bbq for dinner and the restaurant was playing like.. kpop from the 80s or something because I couldn't recognise any of the songs or sing or bounce along to the music.
That was until…
MBLAQ's MONA LISA came on.. and boy it was a PARTTYYYY!
I danced and sang for all four minutes while I ate. hahahaha
I swear to god, it was a sign because it was the only song I recognised at the restaurant.
I came home to find out that two artists were added to the KPOP FESTIVAL's line-up…
Sigh.. man, starting to really think that me and Lee Joon were meant to be . keke ^^;
- 14th August
2011 - 14
Sorry for not posting in a while ~
My computer's been dysfunctional and when I load tumblr, half the links arent there and I don't know how to fix it. Anyone else have that problem or is it really just my computer?
Anyway, I'm using my sister's computer while she's out soo… her comes my week in tumblry form. keke ^^;
- 7th August
2011 - 07
The awkward moment when you try on clothes and it doesn't look as good as it does on the model…
- 7th August
2011 - 07
So this guy asked me if I had tumblr… I said "What's tumblr?" and played it dumb. He gave me his tumblr address… tsk tsk rookie error. Don't give away your tumblr address… Isn't that an unwritten rule?
- 7th August
2011 - 07
- 31st July
2011 - 31
I'm such a rebel ~
I dissolve much more than one STREPSILS lozenge every 2 to 3 hours.
I've powered through… two packs today.
My runny nose isn't gone but at least my throat isn't sore anymore.


text:
Found 2 additional ads in areas surrounding East End
Sponsored Links
Epson Stylus SX235W All-in-One Inkjet Printer & 2 others.
Kirkintilloch, East Dunbartonshire£40
Job lot of EPSON printers X3. SX235W DX500 &Stylus C48. All are used and in good working order. Ink cartridges will be required for all 3 as most of them are either out of ink or one...4SaveRemove -
Epson Stylus Sx235W All-In-One Printer with High Speed Wifi (Print, Copy and Scan)
Southside, Glasgow£30
Printer, copy and scan. Epson Stylus Sx235W. Does come with power cable but not USB cable which is how I bought it. Manuals and drivers easily downloaded from the internet. Only selling...1SaveRemove
Sponsored Links
Sx235w in East End, Printers & Scanners for Sale (2 ads posted)


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Get ideas and inspiration, find easy to use patterns
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Hippie meets grunge in this plaid top with flared sleeves and a round neckline.


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I offer beautiful costume jewelry that will go perfect with your bridal gown, bridesmaids dresses, and mothers' dresses. You can use it as gifts for (more)


text:
From the Archives (June 24th – June 30th)
Here are some of my favorite FiveCentNickel (subscribe) posts from a year ago this week:
» Adjustable Rate Mortgages (ARMs) – A Positive Perspective
» Getting a Puppy = Upgrading Your Lifestyle?
» My Wife's Shopping Tips
» Leverage: The Secret of Making Big Money
» Save Gas With a Tune Up
» My First Encounter with the Alternative Minimum Tax (AMT)
And here's what was going on two years ago:
» Online Shipping Upgrades are a Ripoff
» Estate Planning Resource
Finally, this is what was happening over at Raising4Boys (subscribe) last year:
» From the Mouths of Babes: Made in China
» The Best Dollar(s) that I've Ever Spent
» The World's Most Practical Five Year Old
Filed under: Best of...
About the author: Nickel is the founder and editor-in-chief of this site. He's a thirty-something family man who has been writing about personal finance since 2005, and guess what? He's on Twitter!
Related articles...
» One Year Ago This Week (June 18th – June 24th)» Q2 Estimated Tax Payments Due
» Homebuyer Tax Credit Extension in the Works
» Tax Stimulus Rebate Payment Schedule
» One Year Ago This Week (June 4th – June 10th)
» New Emigrant Direct Website, Access Code
» Quarterly Taxes Due Friday, June 15th
» From the Archives (August 24th – August 30th)
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Medicare is extremely efficient. Medicare operates with an overhead of 3 percent. The most efficient private health insurance operates with an overhead between 20 and 30 percent.
Look, Schreff, you're an ideologue who wants to privatize Social Security and Medicare. I understand that. I'm sure you've always felt that way. Nobody here is buying your Chicken Little routine because you obviously have some ulterior motives.


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Angel Learning this week rolled out enhancements to its Angel LMS (learning management system), bringing integration with Tegrity Campus 2.0, a widely used student achievement system.Tegrity Campus 2.0 provides, among other things, the ability to capture, search, and retrieve classroom lectures; online, podcast, and cell phone delivery of content; digital note-taking capabilities; and various reporting functions.The new enhancements to Angel LMS allow Angel users to access class recordings, digital notes, and podcasts from within the Angel learning environment through a single login. And it allows allows Tegrity to use Angel LMS' course and enrollment data to organize content and manage user access.Read More:
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David Nagel is the executive producer for 1105 Media's online K-12 and higher education publications and electronic newsletters. He can be reached at firstname.lastname@example.com. He can now be followed on Twitter at http://twitter.com/THEJournalDave (K-12) or http://twitter.com/CampusTechDave (higher education). You can also connect with him on LinkedIn at http://www.linkedin.com/profile/view?id=10390192.
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Girl working till, Ana? I believe was her name was rude and rolled her eyes at me as I did not hear what she said. Food tasted good, alittle pricing and it was a hotel food court so atmosphere isn't going to be great but it was loud and dirty
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Legal Compliance EEOC Issues New Guidance on Religious Dress and Grooming in the Workplace March 11, 2014
Benefits Outsourcing Companies Use Chaplains to Help Answer Workers' Prayers for Guidance March 11, 2014
Mary Barra, General Motors' Next CEO, Breaks Ground for Women and HR December 11, 2013 Rita Pyrillis No Comments Barra is viewed as a leader in the company's turnaround since emerging from a Chapter 11 bankruptcy in 2010. She replaces CEO Dan Akerson who will retire in January 2014.Read More
Best Practices in Succession Planning (June 2013) June 7, 2013 No Comments Your leadership defines your organization's strategic vision and long-term success and sets you apart from competition-- yet few companies practice formal succession planning. Published in June 2013, you can now download our Best Practices in Succession Planning white paper to learn the four steps to better succession planning.Read More
How Do We Successfully Succession Plan and Help Employees Prepare for Retirement? May 15, 2013 No Comments How do we help retirement-age workers in lower-level jobs make the transition, even as we begin planning succession for higher-level jobs? We have some workers who are several years past our voluntary retirement age and want to make sure the company is prepared for their departure. For other higher-level jobs, we are just starting to look at who our successors might be. —Cautious, HR manager, education, Kingston, Jamaica Read More
Succession Planning Roadmap March 11, 2013 No Comments How to build a robust succession planning program that aligns current talent development with future leadership needs.Read More
Power Hungry in Today's Workplace March 6, 2013 No Comments We talk about performance as being the key metric which drives decisions. But too many choices are still guided by irrelevancies or illegalities. We can have every smart device available—or soon to be created—but they don't eliminate our own biases; they magnify and reveal them. Read More
Who Has a Recipe for Developing Decision-makers? January 25, 2013 No Comments What are the steps in developing an effective executive selection process? —The Future Is Now, finance/insurance/real estate, Plantation, Florida Read More
Younger Workers Taking a Pass on Taking Over the Business December 4, 2012 Liz Skinner No Comments So-called NextGen financial advisers are reluctant to buy into the business. The trend is potentially troublesome for owners of financial advisory firms who have been banking on selling their businesses to junior advisers.Read More
ManpowerGroup CEO Sheds President Title November 15, 2012 Staffing Industry Analysts No Comments ManpowerGroup Inc. Chairman, President and CEO Jeffrey Joerres is handing off the president role to Jonas Prising and Darryl Green. Both executives will still report to Joerres, who will keep the chairman and CEO roles.Read More
Even 4th of July Fireworks Need a Contingency Plan July 2, 2012 No Comments I'm sure you have star employees without whom your business would suffer. Yet, do you know if they are content with their job? Or, do they feel underpaid, under-appreciated, or overworked? Tomorrow, one could walk out the door.Read More
Yahoo PR Head Out in Wake of CEO Scott Thompson's Exit, Source Says May 14, 2012 Jason Del Rey No Comments Amanda Pires joined her former boss in mid-April, replacing former communications chief Eric Brown. She's now leaving, according to a person familiar with the matter. Her Yahoo cellphone number has been disconnected, and Pires did not return messages sent to her through LinkedIn and Facebook. Read More


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Welcome to www.antones.net
Software Copyright Laws
Software Copyright Laws Fail to Provide Adequate Protection
Software copyright laws are among the most difficult to enforce among the masses. Many companies and corporations are also well known for overlooking these laws, which were designed to protect the makes of software from not earning their worth. Perhaps one of the biggest hitches leading so many software businesses to go out of business is the fact that they have a great deal of difficulty actually enforcing the software copyright laws that are in place and getting the money that is owed them according to the agreements that have been made with those on the using end of the software.
Software developers, particularly in the corporate world design software that makes other companies run more efficiently. The software allows these companies to save millions of dollars each year. Software copyright laws protect the interests of the software developers that create these massive programs. These programs are often designed specifically for that one company and are very expensive. The agreement often consists of a certain number of users with the company purchasing more licenses or copies of the software during expansions or paying some sort of royalties for the use of the software.
The purchasing companies agree to this and then more often than not fail to honor that agreement. The agreement is what allows this company to use that software, this agreement is what allows that permission. When companies aren't living up to their end of this agreement they are not only guilty of breaching that agreement but also of breaking software copyright laws. The trouble always lies in proving that they are not honoring the contract and the extent and duration of the breach.
Some of the ways that companies will argue in defense of them not paying the royalties, additional fees, purchasing additional software, etc. is that they upgraded computers and reused the old software (they did actually purchase the rights to use the original software and by doing so feel that they have broken no software copyright laws) the problem lies in the fact that adding ten new computers and placing the software on those should mean that you remove it from or get rid of 10 old computers. This is rarely how it works. So now they've basically stolen ten copies of software that can be well worth hundreds of thousands of dollars. Multiply this by 10, 20, or 100 companies trying this or worse each year and the offending companies are costing software developers millions of dollars in profits. This is when software copyright laws are not as far reaching in their scope as they really need to be.
Software copyright laws exist to protect the software companies from this type of abuse and misuse, however, the hands of the companies are almost unilaterally tied when it comes to proving that software copyright laws have been broken in court.
There are always exceptions to every rule. In this case big business software developers that abuse the software copyright laws to the point of breaking make the exceptions rather than miserly consumers that do not wish to pay for the products they are consuming. The big boys are able to do this by offering licenses for their software and claiming that these laws do not apply to their situation because they are not actually selling the software only 'renting' out permission for people or companies to 'use' that software. The true irony is that these practices began as a response to the corporate irresponsibility mentioned above. It's amazing that the very software copyright laws that were created to protect these companies can't protect their consumers from the greed of the developing companies.
Writers Block: What Causes it and How to Overcome it (writers block) If you are a writer then you know what I am talking about. You have everything ready, a drink, a snack, the topic, and even reference material. You sit down ready to start typing or writing, which ever you prefer, and it happens. You are stuck, your mind is blank and you have no idea how to fill that blank canvas in front of you. It is a writer?s worse nightmare come true. You have writers block. First you need to figure out what is causing it. There are a multitude of things that can be causing it. Stress is one of the biggest factors that cause writers block. Whether it is stress caused by personal matters, deadline dates, or fearing your article won?t be good enough it can block the words from flowing as easily as the should. Sleep deprivation doesn?t let your mind function to its full potential. Getting a good night?s sleep is imperative to having a clear mind and being able to focus. The project itself could be causing the writers block. A topic you are not interested in can easily turn your normally resourceful mind into jelly. The research on that topic turns into a grueling task. Then trying to put the words on paper that make sense and will peak someone?s interest seem impossible. If a topic has personal meaning to you it can be hard to write objectively about it. A simple informative topic can easily become a personal rant session. Writing because you have to, not because you want to makes it hard to concentrate and focus. Now that the basic causes have been covered, you need to know how to fix it. Writers block is not permanent. Identifying the reason is the hard part. Relax. The world is not going to end if the article isn?t as perfect as you feel it should be. Just because you don?t think it is perfect doesn?t mean someone else won?t. Go and read some of your previous writings. Even if what you read has nothing to do with your current topic, it can be inspirational to you. Don?t burn yourself out on a topic. Try to split up the writing process. Research and brainstorm one day and write the next. This will give you time to think about your topic and figure out the angle you want to write. Talk your way through it. Call a friend or colleague and chat. Tell them the topic you are working on and get their opinions or ideas. They may be able to offer fresh insight and ideas. Work on multiple projects at one time if you can. Bouncing back and forth between a few topics can keep your mind hopping and will keep boredom at bay. Take a break from you current project and write about something that motivates you. Chances are once you get those creative juices flowing they will continue into your next project. Make yourself a schedule and stick to it. If your schedule says 500 words by noon, write your 500 words and stop. Even if you don?t have a project going, by writing daily you will stick to your schedule and keeps your imagination going. If you write from home, which most of freelance writers do, make a quiet time and treat it like a real job. If you have young children at home, write while they nap. Let your answering machine be your secretary. If it is important they will leave a message. Most importantly remember why you started writing in the first place. Even the best of the best have gotten writers block at one time or another. Highlights for Free Stuff for Educators Everybody knows that teachers work hard for little monetary compensation. Fortunately, there are many fine resources available that allow educators access to free stuff. Who deserves free stuff more than our teachers? If you are a teacher searching for the best of what the web's freebies, here are some places that offer freebies just for educators. Teaching Education Aid Available for Free There are many websites on the World Wide Web that offer totally free educational and teaching aids. If you teach younger students, you can find great coloring pages. You can also find several teaching aids, including alphabetical pages. Why spend money on expensive preprinted alphabets? You can gain easy access to your own free alphabet pages. Print them out, color them and seal them to make them last. This is an easy way to put together very elemental packets and gain access to fun activity pages. There are many fine teacher resources available for free on the World Wide Web. Here are even more resources for finding great and free resources for educators of all stripes. Getting Access to Free DVDS for Educators Did you know that you could get access to free educational DVDs? Izzit.org offers you a free DVD on your birthday (or another day of your choosing). This offer is limited to teachers of grades 6-12. This website also offers educators discounts on educational DVDs as well as coupons for free ice cream. Gaining Free Nutrition Educational Materials If you are an educator seeking out free nutritional materials, you are in luck. The Dole Corporation is currently offering free educational materials to teachers. Their 5 a Day program offers free downloadable teaching materials. You can also request professional teaching materials by using mail and fax. Simply request your free nutritional materials on your school's official letterhead. Free Computer Tools for Educators If you need access to free teacher tools, Microsoft Office has got you covered. Microsoft is currently offering free learning essentials that can help you create handouts, compose tests, and make presentations and other educational content. You will need a registered copy of Microsoft Office 2002 or 2003 that runs on Windows XP and Windows 2000. Need Teaching Aids for Your Classroom? If you are looking for free teaching visual aids, there are many nonprofits that can provide you with such aids. The Human Genome Project offers educators free posters. Although this promotion is directed specifically to educators, anyone can take advantage of this great offer. The National Institute of Drug Abuse also offers free visual teaching aids. These are great to hang in the classroom. You can order multiple copies directly form the National Institute on Drug Abuse. The USEPA is another organization that offers educators a variety of free posters, as well as other teaching materials, including activity books, CD-ROMs, lesson plans and more. Keep Your Classroom Safe With Free Cleaning Aids Keeping the classroom clean is one of the biggest challenges of any educator. The Clorox Company is trying to make it easier on teachers by offering them a free "Clean Up the Classroom" multimedia kit aimed specifically at classroom educators. The free kit comes loaded with a poster, a cleaning guide and DVD. You will also get a free canister of handy Clorox Disinfecting Wipes. Get Free Magazine Subscription Offers Educators have access to many free magazine subscription offers. Yes Magazine is offering educators a free one-year subscription. This is a magazine published by the Positive Futures Network. This is non-profit organization that helps promote social change to a more compassionate and sustainable world. Take advantage by contacting the magazine for your free educator subscription. |


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Status: Open
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Help us make it rightGo here for: dinners, bread
Be the first NJ.com user to add photos or videos of Moore's Tavern & Restaurant
Food was decent and service was good. Cheeseburger was cooked perfectly and juicy but BBQ sauce was bland. Shepherds pie was not great. Fish and chips and meatloaf were both great. Atmosphere is great for a bar but not good for a restaurant. EXTREMELY LOUD. I could not even hear the person next to me. No separation whatsoever from bar. We are as quickly as possible to escape the noise and scene.
After many years of wanting to try this restaurant we finally did this past Sunday night. Unfortunately I wish we never walked in. My daughter and I shared the English Dip Roast Beef sandwich and Margherita pizza. We both agreed it was the worst chewy beef we have ever eaten. The pizza looked appetizing but once we tasted it you...
When you step into Moore's Tavern, you get a healthy dose of history along with your meal. Dating back to 1787, Moore's has been renovated to make your dining experience a pleasant one while retaining much of its original charm. Specialties include the Sloppy Moore (a cold pork sandwich) and the George Washington (beef vegetable soup). The original building's brick-and-wood setting is...
The menu at Moore's Tavern and Restaurant is chock-full of pleasing, feel-good food that manages to work for your whole family. Piled - high sandwiches, bread bowls full of soup, barbecued ribs, sizzling fajitas, crispy, creative salads and loads of appetizers make it the kind of place that satisfies every person at your table. Moores' is a gathering place. You'll see neighbors, friends, folks from work and just about everyone else as you come through the doors of this historic tavern.


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Construction begins on Reef Island
MANAMA: , December 4, 2007
Reef Island has started phase one of construction which includes 14 buildings, 20 villas and 49 beach villas.
The man-made residential island development is worth $1.3 billion and due to be fully complete by November 2010, reported Gulf Daily News.
The handover to phase one tenants will be in June 2009 with the initiation of phase two construction in the third quarter of next year.
'The economic boom in the region has led to a land reclaiming trend that allows development companies to completely design an entire project through their corporate vision,' project manager Waleed Hayek was quoted as saying.
'The Reef Island's dominating factor is that it is a residential project at a prime location in Bahrain, but our vision has been to combine this commercial aspect with the benefits of it being an attraction not only for tourists but also for the end users.
'Our goal is to provide residents of the island as well as visitors a friendly environment with attractions in a calming well thought out landscape that will not be overcrowded with traffic or noise. Our objective was not to build high-rise towers to maximise profitability but to produce an end project that the whole of Bahrain will be able to enjoy.'
The island will house 1,250 apartments, 65 individual villas, 49 beach villas, a spa and five-star hotel, a promenade featuring over 24 different cuisines, a 30,000sqm boutique shopping mall, a marina and yacht club, a wellness centre, six public parks and a currently unconfirmed aquarium. – TradeArabia News Service
Tags: Construction | Reef Island | building | villas | Beach |
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Results 1-10 of 189 for aluminum theft. (0.042211 seconds)
relevance / newest first / oldest first
... local officials passed an ordinance that aims to stop metal theft and weed ... such as guardrails, manhole covers, utility wire and aluminum, be held for ... View this article
... with one count of conspiracy and numerous counts of theft of government ... personnel carrier and more than 10 tons of aluminum runways, the ... View this article
... Aluminum cans are exempt ... the legal charge will be based on the value of an item stolen, ranging from a misdemeanor for metal thefts under $1,000 ... View this article
... of 33,775 insurance claims for the theft of copper, bronze, brass or aluminum over a two year period. The report looked at thefts between Jan. ... View this article
The bill, aimed at combating metal thefts, would mandate that metal ... A provision was added to exclude aluminum cans from the requirement. ... View this article
... performance in the first quarter, the copper, aluminum, and fiber ... The theft, which might be covered in part by ... Aluminium, Nonferrous, Supply Chain,. ... View this article
... Patrol to investigate the rampant theft of semi ... more than $2 million in thefts occurred between ... loss of thousands of pounds of aluminum scrap and ... View this article
... legislature that aim to tackle metal thefts in the ... on all transactions except those for aluminum cans. ... nonferrous and ferrous scrap metal theft a Class ... View this article
... insurers over an indemnity claim arising from a scrap metals theft lawsuit brought ... but not limited to, the wrongful sale of aluminum forms belonging ... View this article
... More than $500,000 of copper and aluminum scrap were ... had a large theft of five loads of material that had ... Two of the thefts were in Fort Wayne, Ind ... View this article
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Will more metals companies discontinue health care coverage for their employees in light of the Affordable Care Act?
June 20-21, 2013 New York
Billet is the strongest part of the aluminum business right now. ... I can't pinpoint exactly why (but) ... some customers are ordering double what they did last year.
--Aluminum trader


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The George, Saint Julians
Hotel -Paceville Avenue, Saint Julians, STJ 3103, Malta (On Ciao since: 02/2011)
User reviews (1)
Travel > Europe > Malta > Malta Hotels
George Of The Jungle (DVD)
(+) Funny and good family viewing (-) poor DVD features (*) (On Ciao since: 11/2000)
User reviews (10)
DVDs > Comedy
The Laments -George Hagen
Fiction -Modern Fiction -ISBN: 1400062217, 081297218X, 075317507X, 034089587X, 0340832738, 0340832746 (On Ciao since: 09/2005)
Books > Fiction > Modern Fiction Books
The George Inter-Continental Edinburgh, Edinburgh
(+) central location, friendly staff, clean rooms (-) Breakfast (*) (On Ciao since: 01/2003)
User reviews (3)
Travel > Europe > United Kingdom > Edinburgh > Edinburgh Hotels
Crystal Reports 2008: The Complete Reference -George Peck
Non-Fiction -Business & Finance -ISBN: 71590986 (On Ciao since: 07/2008)
User reviews (0)
Books > Non-fiction > Business & Finance Books
George And The Dragon (DVD)
Comedy -Director: Shaun O'Riordan -Original Language: English -Classification: Parental Guidance -Starring: Keith Marsh, Sid James, Peggy Mount, John Le Mesurier (On Ciao since: 06/2005)
DVDs > TV Series
The Mill on the Floss -George Eliot
Fiction -Classics -ISBN: 0141439629 (On Ciao since: 05/2002)
Books > Fiction > Classics
The Shift -George Foy
Fiction -Horror -ISBN: 055357471X, 0553506110, 055337544X (On Ciao since: 11/2000)
Books > Fiction > Horror Books
Memories of Us/The Battle -George Jones
1 CD(s) -Nashville Sound -Label: Koch, eOne -Distributor: RSK/Gem Logistics -Released: 07/02/2011 -99923804628 (On Ciao since: 10/2011)
Music > Folk & Country
Ladies & Gentlemen (The Best of George Michael) -George Michael
Rock & Pop -Studio, MixedRecording -2 CD(s) -Label: Sony Music Distribution, Epic -Distributor: Sony Music/Arvato Services -Released: 09/11/1998 -5099749170520 (On Ciao since: 07/2011)
Music > Rock & Pop
George Of The Jungle/George Of The Jungle 2 (DVD)
Family -Director: David Grossman -Original Language: English -Classification: Universal -Starring: Leslie Mann, Thomas Haden Church, Julie Benz (On Ciao since: 09/2008)
DVDs > Family
The Odd Women -George Gissing
Fiction -Classics -ISBN: 1406927481 (On Ciao since: 04/2004)
The Recruiting Officer -George Farquhar
Play (On Ciao since: 10/2000)
Books > Plays
Keep the Aspidistra Flying -George Orwell
Fiction -Modern Fiction -ISBN: 0436350068, 014027085X, 0140016988 (On Ciao since: 09/2007)
Believing the Lie -Elizabeth George
Fiction -Crime -ISBN: 1444705970 (On Ciao since: 12/2011)
Books > Fiction > Crime Books
The Dragon and the George -Gordon R. Dickson
Fiction -Alternate History -ISBN: 0586213260 (On Ciao since: 02/2005)
Books > Fiction > Alternate History Books
The Life of Python -George Perry
Non-Fiction -Arts & Music -Film & TV -ISBN: 1862053235, 1857934415 (On Ciao since: 07/2000)
Books > Non-fiction > Arts & Music Books
George Benson -The Art Of Jazz Guitar (DVD)
Special Interest -Original Language: English -Classification: Exempt -Studio: D3 DIRECT, QUANTUM LEAP (On Ciao since: 10/2006)
DVDs > Special Interest
The Killing Of Sister George (DVD)
Production Year: 1968 -Drama -Director: Robert Aldrich -Original Language: English -Classification: 18 years and over -Starring: Coral Browne, Patricia Medina, Beryl Reid, Susannah York, Ronald (On Ciao since: 12/2005)
DVDs > Drama
Silas Marner (The Weaver of Raveloe) -George Eliot
Fiction -Classics -ISBN: 1595478574, 1566197082, 1554805635, 1430455608, 1427011028, 0548160066, 014043030X (On Ciao since: 11/2000)
User reviews (6)
(*) Reviews by Ciao members
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The Collection - George Benson
George Benson - The Collection
The Prestidigitator - George Wallington
Release Date: 2007-07-30, Audio CD, Wounded Bird Records
The Lowdown - George Michael
While his detractors are many and he is not immune to criticism, George Michael remains a first class musical performer, consummate songwriter and an...... more
... less
The Lowdown - George Harrison
He may have been known as 'the quiet one' during the first decade of his musical career, but his unassuming personality and gentle character mixed with the...... more
The Facts - George Colligan
Release Date: 2013-02-25, Audio CD, SteepleChase
It's Uptown - The George Benson Quartet
Release Date: 2001-07-02, Audio CD, Sony Music Jazz
The George Formby Film Collection [DVD] [2009]
United Kingdom released, PAL/Region 2.4 DVD: LANGUAGES: English ( Dolby Digital 2.0 ), English ( Subtitles ), SPECIAL FEATURES: Black & White, Box Set,...... more
Manchester United - The George Best Story [DVD]
Release Date: 2012-03-05, Rating: Exempt
The George Formby Songbook - 0711908028
Twenty Two songs are listed in the Album. Some are listed here: Auntie Maggie's Remedy, Chinese Laundry Blues, Fanlight Fanny, I Blew A Little Blast On My...... more
The George Burns And Gracie Allen Show [DVD]
Release Date: 2006-04-17, Rating: Universal, suitable for all
Lilliput Lane The George at Castleton
With its rendered limestone walls with gritstone dressings and sturdy Welsh slate roof with stone coped gables, this delightful nineteenthcentury public house...... more
The George Benson Cookbook - The George Benson Quartet
The Definitive George Shearing - George Shearing
Release Date: 2002-09-26, Audio CD, Universal Jazz
The Essential George Gershwin - George Gershwin
The Eye - Gilbert And George [DVD]
"1980's The World of Gilbert and George is really only interesting as an unwitting document of its time, but theEYE, an extended interview on...... more
The Madness Of King George [DVD]
More wit than wisdom? More style than substance? Both these charges have been levelled at The Madness of King George, but neither are entirely...... more
George Of The Jungle [DVD] [1997]
Disney scored an unexpected hit with this goofy live-action remake of Jay Ward's Saturday-morning cartoon, a zippy Tarzan parody with topical references and...... more
Hot Licks George Benson The Art of Jazz
Hot Licks George Benson The Art of Jazz Guitar (DVD) - George Benson covers chord substitutions, turnarounds, the Wes Montgomery style and more....... more
George And The Dragon [DVD]
Release Date: 2005-01-24, Rating: Parental Guidance
Guardian of the Light - George Duke
Release Date: 2014-02-18, Audio CD, Sony Japan
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Healthy George?
Advantages: Cheap and effective Disadvantages: Handle with care
...George Foreman making his millions in outside cooking apparel makes me chuckle. It?s as if one of those crazy schemes all heavyweight boxers are offered by seedy hangers on back in the day to relieve them off their cash has actually come off. The big man has made millions from this stuff and more famous for foldable grills than his boxing career to most. The 1968 Olympic Champion and twice World...
thedevilinme 21.09.2013 16:08 (18.10.2013 10:08) · Read review Ciao members have rated this review on average helpful Review of George Foreman 13334 Health Grill
George Clothing
Advantages: Cheap, quality, range of styles Disadvantages: None
...I don't shop at Asda very often, purely because there isn't one very close to where I live. Whenever I do go in there though, I will always have a look at their clothing section and I normally come away with a few bits and pieces! I also often browse their website and keep an eye on the sale items as they often have lovely clothes reduced to under a fiver. Asda's clothing range is called George...
CosmicLove 10.03.2013 15:03 · Read review Ciao members have rated this review on average helpful Review of George (Asda's own)
By George!
Advantages: Compact for small kitchens, grills and reduces fat on food, easy to use Disadvantages: A pain to clean, short power cord
...of our first purchases to go in our new kitchen was the George Foreman 13631 Grill. *** George Foreman 13631 Grill*** The George Foreman 13631 Grill is a small portable grill which will cook two portions of food (two large chicken breasts) on its sloping grill, minimising the amount of fat in the food you are cooking. This is the general concept of the George Foreman grills that they grill meat...
Lools_24 31.08.2011 08:32 · Read review Ciao members have rated this review on average very helpful Review of George Foreman 13631


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Shanghai Communique 25th Anniversary
Several members of the Nixon administration and the Chinese ambassador to the U.S. discussed U.S.-China relations over the past 25 years… read more
People in this video
- Haig, Alexander Secretary (Former) Department of State
- Kissinger, Henry A. Secretary (Former) Department of State
- Li, Daoyu Ambassador China->United States
- Rogers, William D. Secretary (Former) Department of State
- Tarnoff, Peter Undersecretary Department of State->Political Affairs
- Vance, Cyrus Secretary (Former) Department of State
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