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Contract Doctrine, Theory and Practice
About CALI eLangdell Press
1. Introduction to the Legal Significance of Promise Making
2. What is a Promise?
3. Which Promises are Enforced?
4. The Consideration Requirement and Alternatives
5. The Consideration Doctrine
6. Bargain or Gift?
7. Adequacy Doctrine
8. Promissory Estoppel
9. The Material Benefit Rule
10. Contract Formation
11. Offer
12. Acceptance
13. Revocation of Offers
14. UCC Section 2-207
15. Frontiers of Contract Formation
Contracts Doctrine, Theory and Practice
3 Which Promises are Enforced?
Now that we have a better understanding of how courts determine whether someone has made a promise, we can consider which promises are enforced and why. As we will see, doctrines such as indefiniteness and consideration prevent enforcement of some seriously intended promises. But first consider whether there are any influences other than legal enforcement that tend to encourage people to keep their promises.
2.1 Why Enforce Promises?
2.1.1 Alternative Methods of Enforcement
Imagine that you are the proprietor of a specialty auto parts manufacturer. You sell your products to retailers who in turn sell them to car fanciers who use them to customize their rides. What would you do if a production problem threatened your ability to make timely deliveries of a hot new rear spoiler? For example, you might have to decide whether to incur added costs for overtime hours and for expedited delivery of raw materials. Presume for the moment that litigation costs will prevent retailers from suing you for breach.
What factors will affect your choice about these additional expenses? Are there any extra-legal enforcement mechanisms that might lead you to exert yourself to restore supply quickly despite the absence of any effective legal sanction for breach?
Yet another way to shed light on the role of legal enforcement is to examine the problem of instantly retracted promises.
2.1.2 Hypo on Instant Retraction
Suppose that, disappointed with the result in Bailey v. West, poor Mr. Bailey decides to get out of the horse farm business. One morning, he mournfully signs a written agreement to sell his farm to a neighbor and long-time competitor. He walks outside and runs into a dear old friend who convinces him that he should continue in business. Bailey rushes back inside to tell the neighbor that the deal is off, but the neighbor insists that they have a deal. Bailey subsequently refuses to convey the farm.
What do you suppose happens when the neighbor sues Bailey for the farm?
2.1.3 Discussion of Instant Retraction
One possible argument against enforcement in this hypothetical is that it would be inefficient to force Bailey to turn over the farm. He must value the farm more highly than the neighbor because he is willing to give up the purchase price in order to keep it.
Can you see any problems with this reasoning? What exactly does Bailey's decision tell us about his valuation of the farm in comparison with the neighbor's valuation of the property?
Another argument is that we enforce promises in order to protect beneficial reliance and to reduce detrimental reliance. Thus, we shouldn't enforce this instantly retracted promise because the neighbor has not yet relied on the promise.
What would you expect to happen if courts adopted a rule that conditioned enforcement on proof of reliance?
Consider how the parties in our hypothetical might try to prove or disprove reliance.
Would future parties behave any differently in reaction to such a rule? In other words, what are the likely "prospective effects" of a legal rule permitting instant retraction?
2.1.4 Gap Filling
A moment's thought will reveal that it is impossible to write a complete contract. No contract can possibly deal with every contingency, with every state of the world that might occur, with every change of circumstances that might affect the parties' willingness and ability to perform the duties they have promised to perform. Indeed, the possibilities are infinite and our time and resources for anticipating situations and drafting appropriate provisions are decidedly finite. Thus, we inevitably draft incomplete contracts.
One important function of contract law is, therefore, to fill the gaps in these incomplete agreements. We will refer to these court-supplied terms as contract "default rules." Like the default settings in a word processing program for font size, margins, and line spacing, contract defaults apply unless the parties make a contrary agreement.
In order to begin to understand the role of defaults, consider the following hypothetical.
2.1.5 Hypo on Gap Filling
My colleague Paul Mahoney and I agree that I will lease his car for a year while he is on leave to establish a new law office in Russia. We explicitly agree on a rental rate of $100/month and a lease term of one year. Suppose that the car's clutch fails six months into the lease. How would you expect a court to respond to my claim that Mahoney is obligated to pay for the necessary repairs?
2.1.6 Discussion of Gap Filling
We can array various approaches to gap filling along a continuum. At one extreme are simple majoritarian default rules, a one-size-fits-all solution. At the opposite extreme is a highly tailored default term that tries to capture what these particular parties would have agreed to if they had bargained over the issue.
What would be a good majoritarian rule for the car lease hypothetical?
How would a court decide on a tailored default for the same situation?
Which approach to gap filling do you favor? Why?
Can you think of any problems that courts or parties might encounter under your preferred approach?
2.2 Introduction to Indefiniteness Doctrine
As we have discussed, contractual liability requires at least some evidence that a party intended to make a legally enforceable promise. We also have seen that all contracts are necessarily incomplete and that courts create default rules to fill in these inevitable gaps. Indeed, supplying omitted terms is a central function of contract law. However, the question remains how far courts should go to remedy contractual incompleteness. Perhaps there should be certain essential terms that the parties themselves must specify in order to form a contract.
The "indefiniteness" doctrine refers to a legal conclusion that a purported contract contains too many gaps to warrant enforcement. We will explore two competing reasons for refusing to enforce indefinite agreements. First, a court might believe that gaps in an agreement are so fundamental they indicate that the parties lacked the requisite intent to contract. Courts frequently rely on this intent-based reasoning to refuse to enforce so-called "agreements to agree." Suppose, for example, that Sam tells Wanda that he'll accept a management position at her high-tech startup company for "a salary to be determined by future negotiations between the parties." If the parties are subsequently unable to agree on a salary, many courts will refuse to find an enforceable employment contract. Sam and Wanda's failure to agree on this important contract term shows that they did not intend to be bound to a legally enforceable agreement.
The second argument for refusing to enforce indefinite agreements proceeds on the assumption that the parties intended to form an enforceable contract. Courts taking this approach focus on concerns about judicial capacity and the parties' lack of care in drafting. For example, in Walker v. Keith, 382 S.W.2d 198 (Ky. Ct. App. 1964), the court explained that:
Stipulations such as the one before us have been the source of interminable litigation. Courts are called upon not to enforce an agreement or to determine what the agreement was, but to write their own concept of what would constitute a proper one. Why this paternalistic task should be undertaken is difficult to understand when the parties could so easily provide any number of workable methods by which rents could be adjusted. As a practical matter, courts sometimes must assert their right not to be imposed upon.
As you read the indefiniteness cases that follow (Varney, Corthell, D.R. Curtis, and Schumacher), try to determine what judgment underlies the court's decision to refuse enforcement.
2.3 Principal Case – Varney v. Ditmars
Varney v. Ditmars
Court of Appeals of New York
217 N.Y. 223, 111 N.E. 822 (1916)
Chase, Judge
[1] This is an action brought for an alleged wrongful discharge of an employee. The defendant is an architect employing engineers, draftsmen and other assistants. The plaintiff is an architect and draftsman. In October, 1910, he applied to the defendant for employment and when asked what wages he wanted, replied that he would start for $40 per week. He was employed at $35 per week. A short time thereafter he informed the defendant that he had another position offered to him and the defendant said that if he would remain with him and help him through the work in his office he thought he could offer him a better future than anybody else. He continued in the employ of the defendant and became acquainted with a designer in the office and said designer and the plaintiff from time to time prior to the 1st of February, 1911, talked with the defendant about the work in his office. On that day by arrangement the two remained with the defendant after the regular office hours and the defendant said: "I am going to give you $5 more a week; if you boys will go on and continue the way you have been and get me out of this trouble and get these jobs started that were in the office three years, on the first of next January I will close my books and give you a fair share of my profits. That was the result of the conversation. That was all of that conversation." The plaintiff was given charge of the drafting. Thereafter suggestions were made by the plaintiff and said designer about discharging many of the defendant's employees and employing new men and such suggestions were carried out and the two worked in the defendant's office over time and many Sundays and holidays. At least one piece of work that the defendant said had been in his office for three years was completed. The plaintiff on his cross-examination told the story of the employment of himself and said designer as follows: "And he says at that time 'I am going to give you $5 more a week starting this week.' This was about Thursday. He says 'You boys go on and continue the work you are doing and the first of January next year I will close my books and give you a fair share of my profits.' Those were his exact words."
[2] Thereafter the plaintiff was paid $40 a week. On November 6, 1911, the night before the general election in this state, the defendant requested that all of his employees that could do so, should work on election day. The plaintiff told the defendant that he wanted to remain at home to attend an election in the village where he lived. About four o'clock in the afternoon of election day he was taken ill and remained at his house ill until a time that as nearly as can be stated from the evidence was subsequent to December 1, 1911. On Saturday, November 11, the defendant caused to be delivered to the plaintiff a letter in which he said: "I am sending you herewith your pay for one day's work of seven hours, performed on Monday, the 6th inst. On Monday night, I made it my special duty to inform you that the office would be open all day Election Day and that I expected you and all the men to report for work. Much to my surprise and indignation, on Tuesday you made no appearance and all the men remained away, in obedience of your instructions to them of the previous evening. An act of this kind I consider one of extreme disloyalty and insubordination and I therefore am obliged to dispense with your services."
[3] After the plaintiff had recovered from his illness and was able to do so he went to the defendant's office (the date does not appear) and told him that he was ready, willing and able to continue his services under the agreement. The defendant denied that he had any agreement with him and refused to permit him to continue in his service. Thereafter and prior to January 1, 1912, the plaintiff received for special work about $50.
[4] The plaintiff seeks to recover in this action for services from November 7, 1911, to December 31, 1911, inclusive, at $40 per week and for a fair and reasonable percentage of the net profits of the defendant's business from February 1, 1911, to January 1, 1912, and demands judgment for $1,680.
[5] At the trial he was the only witness sworn as to the alleged contract and at the close of his case the complaint was dismissed.
[6] The statement alleged to have been made by the defendant about giving the plaintiff and said designer a fair share of his profits is vague, indefinite and uncertain and the amount cannot be computed from anything that was said by the parties or by reference to any document, paper or other transaction. The minds of the parties never met upon any particular share of the defendant's profits to be given the employees or upon any plan by which such share could be computed or determined. The contract so far as it related to the special promise or inducement was never consummated. It was left subject to the will of the defendant or for further negotiation. It is urged that the defendant by the use of the word "fair" in referring to a share of his profits, was as certain and definite as people are in the purchase and sale of a chattel when the price is not expressly agreed upon, and that if the agreement in question is declared to be too indefinite and uncertain to be enforced a similar conclusion must be reached in every case where a chattel is sold without expressly fixing the price therefor.
[7] The question whether the words "fair" and "reasonable" have a definite and enforceable meaning when used in business transactions is dependent upon the intention of the parties in the use of such words and upon the subject-matter to which they refer. In cases of merchandising and in the purchase and sale of chattels the parties may use the words "fair and reasonable value" as synonymous with "market value." A promise to pay the fair market value of goods may be inferred from what is expressly agreed by the parties. The fair, reasonable or market value of goods can be shown by direct testimony of those competent to give such testimony. The competency to speak grows out of experience and knowledge. The testimony of such witnesses does not rest upon conjecture. The opinion of this court in United Press v. N. Y. Press Co. (164 N. Y. 406) was not intended to assert that a contract of sale is unenforceable unless the price is expressly mentioned and determined.
[8] In the case of a contract for the sale of goods or for hire without a fixed price or consideration being named it will be presumed that a reasonable price or consideration is intended and the person who enters into such a contract for goods or service is liable therefor as on an implied contract. Such contracts are common, and when there is nothing therein to limit or prevent an implication as to the price, they are, so far as the terms of the contract are concerned, binding obligations.
[9] The contract in question, so far as it relates to a share of the defendant's profits, is not only uncertain but it is necessarily affected by so many other facts that are in themselves indefinite and uncertain that the intention of the parties is pure conjecture. A fair share of the defendant's profits may be any amount from a nominal sum to a material part according to the particular views of the person whose guess is considered. Such an executory contract must rest for performance upon the honor and good faith of the parties making it. The courts cannot aid parties in such a case when they are unable or unwilling to agree upon the terms of their own proposed contract.
[10] It is elementary in the law that, for the validity of a contract, the promise, or the agreement, of the parties to it must be certain and explicit and that their full intention may be ascertained to a reasonable degree of certainty. Their agreement must be neither vague nor indefinite, and, if thus defective, parol proof cannot be resorted to. (United Press v. N. Y. Press Co., supra, and cases cited; Ruling Case Law, vol. 6, 644.)
[11] The courts in this state, in reliance upon and approval of the rule as stated in the United Press case, have decided many cases involving the same rule. Thus, in Mackintosh v. Thompson (58 App. Div. 25) and again in Mackintosh v. Kimball (101 App. Div. 494) the plaintiff sought to recover compensation in addition to a stated salary which he had received and which additional amount rested upon a claim by him that while he was employed by the defendants he informed them that he intended to leave their employ unless he was given an increase in salary, and that one of the defendants said to him that they would make it worth his while if he would stay on, and would increase his salary, and that his idea was to give him an interest in the profits on certain buildings that they were then erecting. The plaintiff further alleges that he asked what would be the amount of the increase and was told, "You can depend upon me; I will see that you get a satisfactory amount." The court held that the arrangement was too indefinite to form the basis of any obligation on the part of the defendants.
[12] In Bluemner v. Garvin (120 App. Div. 29) the plaintiff and defendant were architects, and the plaintiff alleged that he drew plans for a public building in accordance with a contract held by the defendant and pursuant to a special agreement that if the plans were accepted the defendant would give him a fair share of the commissions to be received by him. The court held that a good cause of action was stated on quantum meruit, but that the contract was too vague and indefinite to be enforced.
[13] A similar rule has been adopted in many other states. I mention a few of them. In Fairplay School Township v. O'Neal (127 Ind. 95) a verbal contract between a school trustee and a teacher, in which the latter undertook to teach school for a term in the district, and the trustee promised to pay her "good wages," it was held that the alleged contract was void for uncertainty as to compensation, and that the school township was not liable for its breach.
[14] In Dayton v. Stone (111 Mich. 196) the plaintiff had sold to the defendant her stock of goods and fixtures, and by the contract of sale the undamaged goods were to be inventoried and taken at cost price, and the damaged goods at prices to be agreed upon. In an action for breach of contract it was held that the contract was an entire one, and that so far as it left the price of the damaged goods to be fixed and determined it was uncertain and incomplete, and not one which could be enforced against the defendant.
[15] In Wittkowsky v. Wasson (71 N. C. 451) it was held that where the price of certain property was to be fixed by agreement between the parties after the time of the agreement and they did not agree upon the price that the title to the property did not pass.
[16] In Adams v. Adams (26 Ala. 272) a promise by a defendant for a valuable consideration to give his daughter a "full share of his property" which then and there was worth $ 25,000 was held to be too indefinite and uncertain to support an action.
[17] In Van Slyke v. Broadway Ins. Co. (115 Cal. 644) a contract between an insurance agent and the insurance company for a contingent commission of 5% which did not give the facts upon which the contingency depended nor state the sum on which the 5% was to be computed was held unenforceable and also that it could not be aided by parol.
[18] In Marvel v. Standard Oil Co. (169 Mass. 553) a contract by which the defendant agreed to sell the plaintiff its oil on such reasonable terms as to enable him to compete successfully with other parties selling in the same territory was held to be too indefinite and too general to be enforceable as a contract.
[19] In Burks v. Stam (65 Mo. App. 455) a contract for the sale of two race horses for a specified sum and providing for a further payment of a fixed sum by the purchaser if he did well and had no bad luck with the horses was held too vague to admit of enforcement.
[20] In Butler v. Kemmerer (218 Pa. St. 242) the plaintiff was in the employ of the defendant at a regular salary and the defendant promised him that if there were any profits in the business he would divide them with the plaintiff "upon a very liberal basis." The action was brought to recover a part of the profits of the business and the court held that the contract was never made complete and that there was no standard by which to measure the degree of liberality with which the defendant should regard the plaintiff.
[21] The only cases called to our attention that tend to sustain the appellant's position are Noble v. Joseph Burnett Co. (208 Mass. 75) and Silver v. Graves (210 Mass. 26). The first at least of such cases is distinguishable from the case under consideration, but in any event the decisions therein should not be held sufficient to sustain the plaintiff's contention in view of the authorities in this state.
[22] The rule stated from the United Press case does not prevent a recovery upon quantum meruit in case one party to an alleged contract has performed in reliance upon the terms thereof, vague, indefinite and uncertain though they are. In such case the law will presume a promise to pay the reasonable value of the services. Judge Gray, who wrote the opinion in the United Press case, said therein: "I entertain no doubt that, where work has been done, or articles have been furnished, a recovery may be based upon quantum meruit, or quantum valebat; but, where a contract is of an executory character and requires performance over a future period of time, as here, and it is silent as to the price which is to be paid to the plaintiff during its term, I do not think that it possesses binding force. As the parties had omitted to make the price a subject of covenant, in the nature of things, it would have to be the subject of future agreement, or stipulation." (p. 412.)
[23] In Petze v. Morse Dry Dock & Repair Co. (125 N.Y. App. Div. 267, 270) the court say: "There is no contract so long as any essential element is open to negotiation." In that case a contract was made by which an employee in addition to certain specified compensation was to receive 5% of the net distributable profits of a business and it was further provided that "the method of accounting to determine the net distributable profits is to be agreed upon later when the company's accounts have developed for a better understanding." The parties never agreed as to the method of determining the net profits and the plaintiff was discharged before the expiration of the term. The court in the opinion say that "the plaintiff could recover for what he had done on a quantum meruit, and the employment must be deemed to have commenced with a full understanding on the part of both parties that that was the situation." The judgment of the Appellate Division was unanimously affirmed without opinion in this court. (195 N. Y. 584.)
[24] So, this case, while I do not think that the plaintiff can recover anything as extra work, yet if the work actually performed as stated was worth more than $40 per week, he having performed until November 7, 1910, could, on a proper complaint, recover its value less the amount received. (See Bluemner v. Garvin, supra; S. C., 124 App. Div. 491; King v. Broadhurst, 164 App. Div. 689.)
[25] The plaintiff claims that he at least should have been allowed to go to the jury on the question as to whether he was entitled to recover at the rate of $40 per week from November 7, 1911, to December 31, 1911, inclusive. He did not perform any services for the defendant from November 6 until some time after December 1st, by reason of his illness. He has not shown just when he offered to return. It appears that between the time when he offered to return and January 1st he received $50 for other services.
[26] The amount that the plaintiff could recover, therefore, if any, based upon the agreement to pay $40 per week would be very small, and he did not present to the court facts from which it could be computed. His employment by the defendant was conditional upon his continuing the way he had been working, getting the defendant out of his trouble and getting certain unenumerated jobs that were in the office three years, started. There was nothing in the contract specifying the length of service except as stated. It was not an unqualified agreement to continue the plaintiff in his service until the first of January, and it does not appear whether or not the special conditions upon which the contract was made had been performed. Even apart from the question whether the plaintiff's absence from the defendant's office by reason of his illness would permit the defendant to refuse to take him back into his employ, I do not think that on the testimony as it appears before us it was error to refuse to leave to the jury the question whether the plaintiff was entitled to recover anything [at] the rate of $40 per week.
[27] The judgment should be affirmed, with costs.
Cardozo, Judge ([concurring in the judgment in part and] dissenting [in part]).
[28] I do not think it is true that a promise to pay an employee a fair share of the profits in addition to his salary is always and of necessity too vague to be enforced (Noble v. Joseph Burnett Co., 208 Mass. 75; Silver v. Graves, 210 Mass. 26; Brennan v. Employers Liability Assurance Corp., Ltd., 213 Mass. 365; Joy v. St. Louis, 138 U.S. 1, 43). The promise must, of course, appear to have been made with contractual intent (Henderson Bridge Co. v. McGrath, 134 U.S. 260, 275). But if that intent is present, it cannot be said from the mere form of the promise that the estimate of the reward is inherently impossible. The data essential to measurement may be lacking in the particular instance, and yet they may conceivably be supplied. It is possible, for example, that in some occupations an employee would be able to prove a percentage regulated by custom. The difficulty in this case is not so much in the contract as in the evidence. Even if the data required for computation might conceivably have been supplied, the plaintiff did not supply them. He would not have supplied them if all the evidence which he offered, and which the court excluded, had been received. He has not failed because the nature of the contract is such that damages are of necessity incapable of proof. He has failed because he did not prove them.
[29] There is nothing inconsistent with this view in United Press v. N. Y. Press Co. (164 N. Y. 406). The case is often cited as authority for the proposition that an agreement to buy merchandise at a fair and reasonable price is so indefinite that an action may not be maintained for its breach in so far as it is still executory. Nothing of the kind was decided, or with reason could have been. What the court did was to construe a particular agreement, and to hold that the parties intended to reserve the price for future adjustment. If instead of reserving the price for future adjustment, they had manifested an intent on the one hand to pay and on the other to accept a fair price, the case is far from holding that a jury could not determine what such a price would be and assess the damages accordingly. Such an intent, moreover, might be manifested not only through express words, but also through reasonable implication. It was because there was neither an express statement nor a reasonable implication of such an intent that the court held the agreement void to the extent that it had not been executed.
[30] On the ground that the plaintiff failed to supply the data essential to computation, I concur in the conclusion that profits were not to be included as an element of damage. I do not concur, however, in the conclusion that he failed to make out a case of damage to the extent of his loss of salary. The amount may be small, but none the less it belongs to him. The hiring was not at will (Watson v. Gugino, 204 N. Y. 535; Martin v. N. Y. Life Ins. Co., 148 N. Y. 117). The plain implication was that it should continue until the end of the year when the books were to be closed. The evidence would permit the jury to find that the plaintiff was discharged without cause, and he is entitled to damages measured by his salary for the unexpired term.
[31] The judgment should be reversed and a new trial granted, with costs to abide the event.
2.3.1 Discussion of Varney v. Ditmars
What terms in Varney's employment agreement are uncertain?
What is the basis for Justice Cardozo's "dissent"? Does he agree or disagree with the majority's ruling on a "fair share of profits"?
Do you see any evidence that the court doubts the parties intended to form a contract?
Is there any hint of the drafting concern?
What is the basis for the many cases cited by the majority? Can you tell by reading the court's description of those cases whether they rest on doubt about the parties' intent to contract or defects in their contractual drafting?
2.3.2 Corthell v. Summit Thread Co.
In Corthell v. Summit Thread Co., 132 Me. 94 (1933), an employee promised to turn over future inventions in return for "reasonable recognition" from his employer. A written agreement provided that "the basis and amount of recognition [shall] rest entirely with Summit Thread Company at all times … to be interpreted in good faith on the basis of what is reasonable and not technically." In upholding the enforceability of this agreement, the court said:
There is no more settled rule of law applicable to actions based on contracts than that an agreement, in order to be binding, must be sufficiently definite to enable the Court to determine its exact meaning and fix exactly the legal liability of the parties. Indefiniteness may relate to the time of performance, the price to be paid, work to be done, property to be transferred or other miscellaneous stipulations of the agreement. If the contract makes no statement as to the price to be paid, the law invokes the standard of reasonableness, and the fair value of the services or property is recoverable. If the terms of the agreement are uncertain as to price, but exclude the supposition that a reasonable price was intended, no contract can arise. … [T]he contract of the parties indicates that they both promised with "contractual intent," the one intending to pay and the other to accept a fair price for the inventions turned over. "Reasonable recognition" seems to have meant what was fair and just between the parties, that is, reasonable compensation.
Id. at 99.
2.3.3 Reconciling Varney and Corthell
Is it possible to reconcile the holdings of Varney and Corthell?
What might explain the differences between the courts' reaction to language that appears equally vague in the two agreements?
2.4 Sources of Contract Law
Our discussion to this point has focused on what is known as the common law of contracts. Originating in judge-made English common law, the U.S. common law has developed and in some respects diverged from the English model in the two centuries since independence. The only fully authoritative statement of common law rules are the judicial decisions applying those rules. However, the American Law Institute (ALI) – a prestigious organization of prominent attorneys, judges and academics – has periodically published a Restatement of the Law of Contracts and of other subjects such as torts, agency law, etc. The most recent edition for contracts, the Restatement (Second), was completed in 1981. Though formally non-binding, the Restatement (Second) exerts a powerful influence on judges throughout the country and provides attorneys with an invaluable compendium of prevailing legal doctrines.
In addition to the common law, it is also essential for a contemporary contracts lawyer to be knowledgeable about the Uniform Commercial Code ("the UCC" or "the Code"). The UCC was originally drafted as a joint project of the National Conference of Commissioners on Uniform State Laws (NCCUSL) and the ALI. These organizations offered the UCC to the states for adoption and every state has since enacted legislation largely incorporating the provisions of Article 2 concerning the sale of goods.
The driving force and principal architect of the Code was Professor Karl Llewellyn. He sought to modernize and update the law by encouraging courts to discover the commercial norms that he thought were imminent in each transaction and industry. As a result, UCC provisions often make legal rules depend on determining what is "reasonable" in the circumstances. Thus, we have provisions that refer to a "reasonable price," to a "reasonable time for delivery," and to "reasonable limitations of damages." One challenge for students and practitioners is to give content to these apparently amorphous concepts.
For the purposes of our study of contract law, we need only be concerned with Article 2, which defines its coverage in § 2-102:
Unless the context otherwise requires, this Article applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this Article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
The application of the UCC thus depends crucially on the meaning of the term "goods," which § 2-103(1)(k) defines as follows:
"Goods" means all things that are movable at the time of identification to a contract for sale. The term includes future goods, specially manufactured goods, the unborn young of animals, growing crops, and other identified things attached to realty as described in Section 2-107. The term does not include information, the money in which the price is to be paid, investment securities under Article 8, the subject matter of foreign exchange transactions, or choses in action.
Section 2-107 elaborates on the coverage of goods to be severed from realty:
(1) A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for the sale of goods within this Article if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.
(2) A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subsection (1) or of timber to be cut is a contract for the sale of goods within this Article whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.
(3) The provisions of this section are subject to any third party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the buyer's rights under the contract for sale.
It is important to understand that the statutory provisions of the UCC take precedence over the common law for transactions in goods. Thus, when goods are involved your first thought should be to determine whether there is an applicable Code provision. Only if no statutory provision addresses the issue should you consider resort to the background principles of the common law of contracts. In contrast, the UCC is inapplicable to transactions that do not involve goods. The most common examples are contracts for services, real estate, and intangible rights such as intellectual property.
2.5 Principal Case – D.R. Curtis Co. v. Mathews
Now try applying your developing understanding of indefiniteness doctrine to the following case.
D.R. Curtis, Company v. Matthews
Court of Appeals of Idaho
103 Idaho 776; 653 P.2d 1188 (1982)
Walters, C.J.
[1] This case involves the enforceability of a contract for the sale of goods where the parties left a factor in the price term to be agreed upon and failed to subsequently agree on the factor left open. Grant Mathews, a grain farmer, appeals a judgment holding him in breach of a contract for the sale of hard red spring wheat, and ordering him to pay $12,450 damages to D.R. Curtis Company. We affirm the judgment.
[2] The respondent, D.R. Curtis Company, is a brokerage firm in the farm commodity market. As a "middleman" between producers and exporters of farm commodities, Curtis Company buys crops directly from a farmer and then sells the crop to the exporter. Thus, for each contract to purchase grain from a producer, Curtis Company makes an interrelated, but independent, agreement to sell the grain to a grain exporter. When the company deals with hard red spring wheat for export, the grain is generally sold to large export companies in the Portland, Oregon ("North Coast"), exchange. Grain sold in this exchange is delivered to and shipped from Portland.
[3] In April, 1978, Raleigh Curtis, a grain broker for Curtis Company, contacted Mathews by telephone to discuss the purchase of Mathews' hard red spring wheat crop. Mathews had never before sold his grain to Curtis Company, although he had sold other crops to the company. Nor had he ever before dealt in the Portland grain export market. His experience was limited to the procedures in the domestic grain market at Ogden, Utah. Raleigh Curtis informed Mathews that the then current price of hard red spring wheat at the Portland grain terminal was $3.58 per bushel. That price was attractive, so Mathews orally agreed to sell 30,000 bushels to Curtis Company.
[4] Both Mathews and Curtis Company, from prior dealings in the hard red spring wheat market, realized that although an express price per bushel is agreed upon, the price actually to be paid for the grain is not fixed until the grain is delivered to market. The actual price is determined, with respect to the expressed contract price term, by three factors: the protein content of the grain, the protein "basis" figure, and the protein "scale." The protein content, i.e., the actual percentage of protein in the grain, is commonly determined in the grain market at the time of delivery. The protein "basis" is a figure ordinarily agreed upon between the broker and the exporter, at the time they contract, in advance of delivery. The protein "scale" is commonly determined by the grain exporter on the day the wheat is delivered to the grain terminal.
[5] Protein "basis" is a standard against which the actual protein content is compared. If the protein content coincides with the fixed protein "basis" figure, then the price paid per bushel coincides with the price expressed in the contract. When protein content and protein "basis" do not coincide, the actual price paid for the grain is determined on the protein "scale," which runs up and down from the protein "basis." The "scale" is expressed as cents-per-bushel for each one-quarter-percent by which the protein content exceeds, or falls short of, the protein "basis" figure.
[6] Mathews testified that he expected the "basis" figure in his agreement with Curtis Company to be established by mutual agreement with Curtis Company. Because Curtis was unable to ascertain a protein "basis" figure while negotiating with Mathews, and because protein "scale" was commonly set by the grain export company on the day the grain was delivered, protein "basis" and protein "scale" were left open, to be established later.
[7] On the day after their oral agreement, Raleigh Curtis signed and mailed a written memorandum to Mathews. It stated the terms of the agreement as follows: "$3.58 per bushel. Delivered Rail North Coast… . Hard Red Spring Wheat — Protein scale to be established." No reference to a protein "basis" term or to a means of establishing the term was made. Mathews later testified that because protein "basis" was not mentioned he understood the written terms of the contract to mean that a protein "basis" figure was either not required or was still mutually to be agreed upon. He signed and returned the memorandum. Curtis Company sold the quantity of grain commensurate with this purchase to exporters within twenty-four hours of the purchase.
[8] In September, at harvest time, Curtis Company informed Mathews that fourteen percent was the protein "basis" figure for the grain contract. The company had known that a "basis" of fourteen was required at the time they sold the grain to the grain export companies. It is not clear why Curtis Company waited until September to inform Mathews of the fourteen percent protein "basis" figure. Mathews replied he could not meet that figure, and he disavowed any contract. Thereafter, the parties continued to communicate, with Curtis Company trying to assure itself that Mathews had arranged to deliver the grain to Portland.
[9] Curtis Company employees went to Mathews' farm in November to test the protein content of his hard red spring wheat and to check his progress in arranging to deliver the grain. When they arrived, Mathews informed them that he had already sold his grain through the Ogden domestic market. Curtis Company then filed this suit for breach of contract.
[10] The trial court determined that the parties had entered into the oral agreement and had executed the written memorandum with the intent to enter into a binding contract. Because Mathews failed to deliver the grain as required by the contract, the court concluded that Mathews breached the contract. Curtis Company was awarded $12,450 as the cost of "cover."
[11] On appeal, Mathews contends that the trial court erred in determining how price was to be determined under the contract. He further argues that the contract should fail because it is ambiguous and indefinite. Mathews asserts that Finding of Fact No. 11 is not supported by substantial and competent evidence. He alleges the error stems from a failure to distinguish between protein scale and protein basis. Assuming that no agreement was reached regarding protein basis, he urges that the contract is unenforceable because it is ambiguous and indefinite. He also asserts that the trial court applied an incorrect measure of damages.
[12] We first address the alleged error in Finding of Fact No. 11. It appears undisputed that both Mathews and Curtis Company, from prior dealings in the grain market, knew that protein "scale" was established by the export purchaser on the date of delivery and at the place of delivery. It is not disputed that the parties expressly agreed that protein scale was to be established in this manner. On the other hand, the record does not show that Mathews and Curtis Company agreed to accept the "basis" figure fixed in the market. Consequently, we do not find substantial evidence in the record to support that part of Finding No. 11 which states "[that] the contract provided … [for] basis to be established on the date of delivery which is prevailing in the market at the place of delivery." We do not conclude, however, that this error materially affects the ultimate holding of the trial court.
[13] The trial court found that the parties had the requisite intent to form a binding contract for sale at the time they entered into the contract. This finding is supported by competent and substantial evidence and we will not disturb it on appeal. I.R.C.P. 52(a); Nesbitt v. Wolfkiel, 100 Idaho 396, 598 P.2d 1046 (1979). Parties to a contract for the sale of goods may make a binding contract for sale even though the price is not settled, so long as they intend to enter into a binding contract. I.C. §§ 28-2-305, 28-2-204(3). That is, in the sale of goods, a contract will not fail on the grounds of indefiniteness when the price term is left open, see I.C. § 28-2-305, comment 1, so long as the agreement is entered with the mutual intent of the parties to make a binding contract.
[14] If the price in such a binding contract is left open by the parties to be established by later agreement and they fail to reach later agreement, the parties are still bound to perform under the contract for the sale of goods. In such a case, the price is a reasonable price at the time for delivery. I.C. § 28-2-305(1)(b).
[15] Here, the protein "basis" was a component of price; and, therefore it was an essential term of the contract for sale of the wheat. The term was left open to be established by the parties at a later date. The fact that this term was left open to be established, and the parties failed to reach an agreement on the figure, does not make the contract ambiguous or void for indefiniteness. It simply means that a reasonable figure remained to be determined. The record discloses no proof that a fourteen percent "basis" figure was unreasonable in the "North Coast" market. We hold that the trial court correctly determined that Mathews breached the contract for sale of grain.
[16] In regard to the damages question, the trial court correctly determined that the proper standard for damages for nondelivery of the grain was the difference between the market price at the time the buyer learned of the breach and the contract price. I.C. § 28-2-713. The trial court found that Curtis Company learned of the breach on November 6 when Mathews refused to deliver the grain. The Portland market price for hard red spring wheat on this date was $3.99½ per bushel. This was $0.41½ more than the contract price of $ 3.58 per bushel. Thus, $0.41½ (damages per bushel) multiplied by 30,000 bushels gives a figure of $12,450, which the trial court awarded as damages.
[17] Mathews argues that Curtis Company first learned that the grain would not be delivered in September when he stated that he was not going to deliver his grain subject to a fourteen percent "basis" requirement. Thus, he argues, the trial court erred by using the November 6 market price instead of September market prices in the computation of damages. Determination of the date when the buyer learned of the breach is a question of fact. Conflicting evidence exists in the record concerning the date when Curtis Company first learned that Mathews did not intend to deliver his grain pursuant to the contract. Mathews did inform Curtis Company in September that he would not agree to the fourteen percent figure. However, after that time he continued to communicate by telephone with Curtis Company employees, and he was still apparently willing to load his grain on Curtis Company trucks. The trial court made no mention of the September date in its findings of fact. The finding of the trial court that the breach occurred on November 6 is supported by substantial and competent evidence. Although conflicting evidence does exist, we will not disturb this finding. J.E.T. Development v. Dorsey Const. Co., 102 Idaho 863, 642 P.2d 954 (Ct.App.1982).
[18] Finally, Curtis Company requests that it be allowed recovery of a reasonable attorney fee for defense of this appeal. The request is made pursuant to I.C. § 12-120(2), which provides that in any action to recover on a contract relating to the purchase or sale of goods, the prevailing party shall be allowed a reasonable attorney fee to be set by the court, to be taxed and collected as costs. Curtis Company is the prevailing party both at trial and on this appeal. The action involves recovery for breach of a contract for the sale of goods. The request is therefore proper and is granted, subject to I.A.R. 41. McKee Bros., Ltd. v. Mesa Equipment, Inc., 102 Idaho 202, 628 P.2d 1036 (1981).
[19] The judgment is affirmed; costs and attorney fees to respondent, Curtis Company. Burnett and Swanstrom, JJ., concur.
2.5.1 Joseph Martin, Jr., Delicatessen, Inc. v. Schumacher
In Joseph Martin, Jr., Delicatessen, Inc. v. Schumacher, 52 N.Y.2d 105 (1981), the parties executed a real estate lease containing an option to renew at a price to be agreed upon. The renewal clause provided that the "Tenant may renew this lease for an additional period of five years at annual rentals to be agreed upon; Tenant shall give Landlord thirty (30) days written notice, to be mailed certified mail, return receipt requested, of the intention to exercise such right." The tenant sought to exercise this option but the landlord demanded a rental rate for renewal of $900 per month, far in excess of the $650 rate provided for the final year of the original lease. The tenant sued to compel the landlord to extend the lease at a "reasonable rate" or "fair market value." Although a lower court granted the tenant specific performance at a "fair" rent, the appellate court reversed. The court invoked a widely applied rule that a mere "agreement to agree, in which a material term is left for future negotiations, is unenforceable." In the court's view, it takes at least some evidence of an agreement on all material terms before a court can step in to resolve any contractual ambiguity. An agreement to agree demonstrates to the contrary that the parties were unable to reach an agreement on that term.
2.5.2 Discussion of D.R. Curtis and Schumacher
Suppose that D.R. Curtis had involved an agreement to rent real estate or provide services rather than a contract for the sale of goods. Would the deal be enforceable?
Does Schumacher have anything to teach us about this question?
Why does the contract for the sale of goods in this case end up being enforced?
In this connection, consider the following provisions of the Uniform Commercial Code (UCC):
§ 2-204. Formation in General.
(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.
(3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
§ 2-305. Open Price Term.
(1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if
(a) nothing is said as to price; or
(b) the price is left to be agreed by the parties and they fail to agree; or
(c) the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.
(2) A price to be fixed by the seller or by the buyer means a price for him to fix in good faith.
(3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as cancelled or himself fix a reasonable price.
(4) Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.
2.5.3 Problem: Price vs. Quantity Under the UCC
As we have seen, the Code allows a court to supply a "reasonable price" when it determines that the parties intended to have an enforceable agreement but omitted or failed to agree on a price. See U.C.C. § 2-305. Similarly, the Code supplies "reasonable" judge-made defaults for many other missing terms in an agreement. A curious puzzle, however, is that the UCC contains no provision for supplying a "reasonable quantity" when the parties fail to specify one. Moreover, in a section concerned with the formal requirements for enforcing certain contracts, the Code expressly provides that a "contract is not enforceable under this subsection beyond the quantity of good shown in the writing." See U.C.C. § 2-201.
Try to develop an explanation for this disparate treatment of quantity and price (along with other terms). Why does the Code appear so willing to supply a missing price term and simultaneously reluctant to enforce a contract that omits the quantity?
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You are a cosmic whale. You are alone in this big universe so you eat because you feel alone. And the only thing you can eat are galaxies, but not all of them. The red galaxies are bad for you, they kill you. Click around the screen to move.
This game was made using the RedBox Engine (http://redboxengine.com/).
COSMIC WHALE, HOLY GRAIL! Bizarre but I like it. The high-pitched sound gets a little painful after a while though!
Maybe a view of the whale from the top would have been better.


text:
History Behind The Horror: The History of The Mortuary
Posted on November 3, 2017 by Riley Katz
The Mortuary in New Orleans is known for thrills and chills as one of the city's most popular haunted houses, but the history behind the building is almost as eerie as the sights that lie behind the front door.
Mortuary owner Jeff Borne said he has worked with haunted attractions his entire life, and the idea for the Mortuary started when he wanted to go off on his own to make a haunted house he could call his own.
"The company I was specialized in audio and lighting, and we did projects all over the world," Borne said. "In particular we took part in many theme park projects where we helped create dark rides and other attractions. That experience led me to creating a world-class attraction in New Orleans."
Borne said the perfect building and location were crucial in his decision to create The Mortuary. After Hurricane Katrina when Borne searched for the right place to build, he found the building at 4800 Canal Street.
The building was built and opened in 1872 and functioned as the next-door cemetery's caretaker's house until the 1920s when the cemetery and building were purchased by PJ McMahon and Sons funeral company. Over 20 thousand funerals were performed in the building between the time it was purchased to the funeral home's doors closed in 2003.
After the funeral company walked away from the building, plans developed to convert the building into a day spa due to two expansions the building had during the funeral home era lent itself well to a large relaxation complex. In 2004, the spa company gutted the entire building leaving only studs to essentially start from scratch. In 2005, however, plans were abandoned during the aftermath of Hurricane Katrina, and the building sat vacant.
"When I first saw the building, it was decrepit," Borne said. "You could stand in the basement and see all the way through the roof straight up through all three floors."
Borne said after the storm homeless people moved into the building unofficially and used parts of the house to build fires for warmth in the middle of the floor and vandalizing the building.
"I have no doubt the building would have burned to the ground had someone not come in and saved the place," Borne said. "The building is so important to New Orleans's history, and is now considered a national historic landmark. Had we not stepped in to save it, the building would not even be here today."
The building has evolved tremendously from 2007 when Borne purchased it, now responsible for bringing 30 thousand people to the site each two-month Halloween season, due to the special effects and atmosphere inside.
Borne has assembled a team of specialists across the planning spectrum to create an ever evolving story from season to season.
"Planning for each season starts almost exactly one year from the wrap of the previous season, and we have a team that makes sure we meet the goals we set for the next year," Borne said. "Each person has a specialty, from set design to spacial constraints to special effects. We spend the winter time each year, our off-season, building anything custom we need to make for the season ahead."
Once all the props and effects are built, a two-month process begins in July to set up the Mortuary to make sure it is ready for the start of the season in mid-September. The careful planning and thought put into the haunted house each year are a couple of the many reasons The Mortuary is known throughout the country so well. The Travel Channel has even featured the haunted house as one of the top haunted places to see in the country.
For one local, the atmosphere, tone and creativity sets The Mortuary apart from other haunted houses.
"I love how the house changes each year," local New Orleanian and haunted happening enthusiast Leo Castell says. "Some places I've been to keep the same path year after year. It gets stale after one or two visits."
The Mortuary is one of New Orleans's staple attractions during the haunted time of the year. The location in the heart of the cemetery district with a cemetery right next door helps to immerse the thousands of attendees into an experience they cannot find anywhere else. The addition of escape rooms has helped keep the fun going all year long, bringing an estimated 50 thousand people to the historic site.
But for those who had loved ones pass on, the public holds many memories of the building from before its spooky days. Borne said the reaction to The Mortuary over the last eleven years have been overwhelmingly positive.
"People tell me all the time how sad their memories of the building once were," Borne said. "They said they attended funerals of aunts and uncles, and their view of the site was so negative. Now they see it so full of life with the coming Christmas workshop and the Halloween antics and the escape rooms. We've taken this negative space and turned it into a fun environment, and people react positively to it."
Voodoo Fest 2012 kicks off
The Order keeps growing
The Advocate to leave newsstands at Southeastern
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redpajama_set_name: RedPajamaCommonCrawl


These TUBULAR LIGHT BULBS are needed in oil lamps that have been electrified. If it has a chimney a standard bulb of even 40 watts will be too hot in the chimney. The tubular bulbs will not be as close to the glass and create as much heat.
These Tube Light Bulbs have Candlabra Base and are 15 watt. It is about 3 inches tall from the bottom of the base to the top of the bulb It is about 3/4 inch in diameter at it's widest point. Sold in sets of 4 bulbs.
These Tube Light Bulbs have a standard Base and are 40 watt. It is about 4 3/4 inches tall from the bottom of the base to the top of the bulb It is about 1 1/4 inch in diameter at it's widest point. Sold in sets of 4 bulbs.


text:
"Cupid's Chokehold" is a song by American rap rock band Gym Class Heroes, featuring the vocals of Patrick Stump of Fall Out Boy. The song relies heavily on the music and chorus from Supertramp's hit song "Breakfast in America" written by Roger Hodgson. It peaked at number four on the Billboard Hot 100, number one on the Billboard Mainstream Top 40 radio chart, number three on the UK Singles Chart, and number three on the Canadian Hot 100.

It was first released in 2005 on The Papercut Chronicles, and re recorded for their album As Cruel as School Children (which was re released on November 4, 2006, with "Cupid's Chokehold" as an additional track). There are two music videos for this song, one for each version.

The second version includes female backing vocals, which are not included in version one. The second version of the video does contain the backing vocals of the first video. However, the female voice is integrated into the chorus behind Patrick Stump's vocals. The song has been featured on Discover and Download and Total Request Live.

Several versions were produced. The most common one features slow tempo and female backing vocals while the other one has a quicker tempo and Patrick Stump doing backing vocals, along with Rand Bellavia (of Ookla the Mok). The song won an ASCAP award on April 9, 2008, for being one of the most played songs in ASCAPs repertory from the end of 2006 through the end of 2007. As of September 2011, the song has sold 1,936,000 digital downloads.

Composition
Drummer Matt McGinley said,

Music videos

The Papercut Chronicles version
The first version of the "Cupid's Chokehold" video directed by Andrew Paul Bowser for the album The Papercut Chronicles features MC Travis McCoy working at a toy factory. While working, he stumbles upon a "prototype toy" which turns out to be a life size doll. The doll acts as McCoy's girlfriend in the video and fulfills his every wish.

However, she eventually becomes tired of being exploited and expresses this in a humorous scene where the two are playing Scrabble (she spells out the words 'krush', 'kill', and 'destroy'). The doll then begins to malfunction, and McCoy has no choice but to destroy her. He pushes her off a bridge, and she appears to be dead.

At the end of the video, she is awakened by Patrick Stump, who also appears to be a robot. The two fall in love and walk down the road together.

As Cruel as School Children version

The second version of the "Cupid's Chokehold" is the official video directed by Alan Ferguson for the album As Cruel as School Children and is a more literal interpretation of the lyrics of the song. The second version is more widely recognized because music networks such as MTV and VH1 play this version instead of the original, and because the original does not appear on iTunes. The video begins with a dancing Cupid (portrayed by Princetón), who shoots McCoy with a love arrow as he passes a girl, portrayed by actress, singer Porscha Coleman. Patrick Stump can be seen watching from behind a newspaper as this happens.

The two are madly in love at first, but as the video moves forward, the two begin fighting, and their relationship meets its end when McCoy's girlfriend walks in on him and his friends gambling. Cupid tries a second time to get McCoy into a relationship. This time, McCoy's girlfriend is more romantically involved with McCoy, but she becomes increasingly angry when he invites his friends to a party her parents are hosting. The relationship ends when McCoy comes home to find his girlfriend on top of a masked man in a compromising position. He proceeds to beat up the guy.

McCoy's final relationship is with one of his fans in the audience at one of the band's performances (played by McCoy's then-girlfriend, Katy Perry). Initially, she went up to him when they were at a bar. This time the relationship works out, and Cupid does not have to shoot McCoy with an arrow even though he is prepared to at first.

However, Cupid himself gets shot with an arrow by a female Cupid, and the video closes with the two of them dancing together with McCoy & Perry watching from in front. (Cupid also dances several times before the ending). In this version of the music video, when McCoy and his friends are interrupting his girlfriend's party, McCoy raps a small part of "Wejusfreestylin Pt. 2" from The Papercut Chronicles.

In the UK, some music channels had a re-edited version of the video with the party scene cut to a minimum (Party scene ends with girlfriend closing the door).

Musically, this version has the word Girlfriend repeated constantly in the background not found in other versions of the song exclusive to the video.

Charts

Weekly charts

Year-end charts

Certifications

Release history

References

Gym Class Heroes songs
Patrick Stump songs
2005 singles
2005 songs
Fueled by Ramen singles
Music videos directed by Alan Ferguson (director)
Song recordings produced by S*A*M and Sluggo
Songs written by Rick Davies
Songs written by Travie McCoy

redpajama_set_name: RedPajamaWikipedia


text:
Michael Phelps, Special Olympics Join Forces
by Shaun Heasley | August 2, 2011
Swim champion Michael Phelps is teaming up with Special Olympics to help people with intellectual disabilities become more comfortable in the water.
Through a partnership with the Michael Phelps Foundation, Special Olympics will launch a pilot program to promote swimming, water safety and overall wellness among people with disabilities in China, Australia, India, Brazil, Great Britain, South Africa and the United States.
Phelps, a 14-time Olympic gold medalist, will also lend his star-power to foster acceptance of people with intellectual disabilities as a Special Olympics global ambassador, the organization said.
"I am extremely honored," Phelps said in a statement announcing the new partnership. "I have had the pleasure of working with Special Olympics athletes over the last few years and believe that together we can help grow the sport of swimming while also encouraging active and healthy lifestyles for people of all ages and abilities."
More in Living Comments
View this article online at https://www.disabilityscoop.com/2011/08/02/michael-phelps/13658/


Wanna hear something crazy? The online workshop I held last Saturday took me eight months to prepare.
Eight months sounds like reasonable prep time for a week-long or even weekend-long event, but my workshop lasted a little over half an hour.
To be honest, what took up most of that time wasn't creating the actual content or figuring out the technology piece. What took so long was getting over my mental blocks.


text:
Q: ordenar lista de enteros por frecuencia situando los datos iguales seguidos me piden ordenar una lista de enteros como se muestra a continuación:
input: [4, 6, 2, 2, 6, 4, 4, 4] output: [4, 4, 4, 4, 6, 6, 2, 2]
El código que tengo es el siguiente::
def frequency_sort(items):
    result = sorted(items, key = items.count, reverse = True)
    return result

El problema es que el output que saca es: [4, 4, 4, 4, 6, 2, 2, 6]
No sé muy bien como implementar que, a parte de ordenarlos por frecuencia, ponga los números iguales seguidos.
Nota: los números que se repitan con la misma frecuencia deberán ser ordenados por orden de aparición en la lista

A: Una solución sin usar ninguna librería:
def frequency_sort(lista):
    salida = []
    for valor in lista:
        for i in range(len(salida)):
            if valor == salida[i][0]:
                salida[i] = (valor, salida[i][1] + 1)
                break
        else:
            salida.append((valor, 1))

    resultado = []
    for valor, cuenta in salida:
        resultado.extend([valor] * cuenta)
    return resultado

La lista salida contiene pares (valor, cuenta), con el valor encontrado y las veces que aparece.
Esta lista se construyendo recorriendo la primera lista. Por cada elemento, se recorre salida buscando un par correspondiente a ese valor.
Si se encuentra el valor, se calcula una nueva tupla y se reemplaza la existente en la lista.
Si no se encuentra el valor, se genera una nueva tupla (valor, 1) y se agrega a la salida.
Esto asegura que en la lista salida los items aparezcan en el mismo orden de la entrada.
El paso final es recorrer salida transformando cada tupla (valor, cuenta) en la correspondiente repetición de valores valor, valor, .., valor para extender la lista resultado.
Demo
def frequency_sort(lista):
    salida = []
    for valor in lista:
        for i in range(len(salida)):
            if valor == salida[i][0]:
                salida[i] = (valor, salida[i][1] + 1)
                break
        else:
            salida.append((valor, 1))

    resultado = []
    for valor, cuenta in salida:
        resultado.extend([valor] * cuenta)
    return resultado

lista = [4, 6, 2, 2, 6, 4, 4, 4] # ff
print(frequency_sort(lista))

produce:
[4, 4, 4, 4, 6, 6, 2, 2]

Process finished with exit code 0

Edición
El algoritmo genera la lista final expandida.

A: Compañero, te adjunto una propuesta de solución:
import itertools

eval = [4, 6, 2, 2, 6, 4, 4, 4]

def frequency_sort(items):

    #pseudo ordenado
    change_order = sorted(items, key = items.count, reverse = True)

    #valores únicos ordenados
    order_prev = sorted(set(change_order), key=change_order.index)

    #frecuencia de valores ordenados
    frec_prev = [eval.count(val) for val in order_prev]

    #combinación final
    last_order = list()
    for i in range(len(order_prev)):
        last_order = last_order + list(itertools.repeat(order_prev[i], frec_prev[i]))

    return last_order

print(frequency_sort(eval))

Saludos y éxitos.

redpajama_set_name: RedPajamaStackExchange


What is Somiibo? What does it mean? Who is it for, and why should you care? Every Friday we will discuss Somiibo's development and learn more about the inner workings of this massive project.
In its early days of development, Somiibo was originally designed to be purely an automation platform for SoundCloud. It's purpose would then, naturally, would be catered to musicians and musicians alone. It was intended to be a tool that would allow one to spend less time marketing by automating the marketing process and thus would give the artist more time to create content.
We came to the realization that SoundCloud, while it may be the primary distribution platform for musicians, is not the only tool a successful artist uses in their marketing toolbox. Musicians still need to utilize Facebook and Instagram as well as Twitter at the very least. Why not include these other platforms within Somiibo? We asked ourselves the same question.
After revisiting Somiibo's potential, we soon realized that anyone can use Somiibo to streamline their marketing–with all these supported platforms, Somiibo is not limited to musicians. Whether you're a musician, an artist, a photographer, a small business, or a large firm, everyone needs social media marketing. Somiibo is there to help you when you can't afford to have a team handle your marketing.
Thus we rebranded our idea and turned this project into a full, package-deal marketing tool that automates many, if not all social media platforms. 'Somiibo' actually means 'Social Media Bot' in Japanese–no, not really. But it sounds like it, right?
Actually, once you see it, it's pretty obvious how we came up with the name. So-mii-bo is just actually a three part Portmanteau of the first phone of each word in the phrase 'Social Media Bot'. That was a mouth-full wasn't it? In other words, if you take the first sound of each word, you get Soh, Mee, and Boh. With a little magic and clever letter replacements, we combined those sounds to make Somiibo!
Bots traditionally have a connotation of being 'sketchy'. Somiibo is designed to not only look user friendly, but also to function just as slick and clean as it appears. Somiibo is incredibly transparent about what it does by literally showing you in front of your eyes instead of being some secret tool that operates behind your back.
On top of that, Somiibo strives to provide everything you need to in a single package. Every platform you need is right at your finger tips. And since Somiibo works just like a browser, you never have to even leave the app to manage your social media accounts. You can do everything right from the Somiibo dashboard.
Somiibo is also a multi-session environment. This means that, if you have multiple accounts on one platform (such as SoundCloud or Twitter), you can open and manage each simultaneously without having to log out.
Electron is extremely powerful while being easy to use. Once you get used to the development process a little, it saves tons of time. Node.js has a huge array of plugins and tools available on Node Package Manager. I use the Atom text editor to write the actual code becuase I love Atom's clean interface and functionality. As the lead developer, I am incredibly excited to start sharing with you, every week, the development process.
Some weeks will be slow, and some weeks will be incredibly feature-packed and juicy. But for now, I will leave you all with a snippet of what the dashboard looks like!
What do you think? We would love to hear your comments below!


with the exception of Can't Think Right (Tenderghost / Ahl) and Don't Feel Sorry for Lovers (Tenderghost / Gamson / Gartside / Electric Diving School / Warner-Chappell) which is a parody of Oh Patti (Don't Feel Sorry For Loverboy). When I was growing up, my best friend loved Scritti Politti. We planned to be a band, be cool, and make a record. We lost touch. Referencing this song is my way of connecting the dots back to the dreams that got me here. Don't Feel Sorry for Lovers turns a self-indulgently ironic love song, born of the excesses of the 80s, into an environmental love song that highlights the tragedy of loving a world that is doomed by our love of consuming it. Additional lyrics on Don't Feel Sorry For Lovers by Aja Tahari Marsh. Lyrics on Can't Think Right from the brilliant drawings of Diana Darett.


text:
2013/14 Match Reports
Reading 1-2 Wigan: Slumping in the rain
If you read Jonny's match report from the Bournemouth game, then really you might want to save yourself the pain of reading into another dismal home defeat for the Royals who once again gifted the opposition two first half goals to set them on their way to consecutive home defeats. Still, if you're on Santa's naughty list and fancy more punishment, read on....
By Wimb Dec 21, 2013, 6:34pm GMT
Share All sharing options for: Reading 1-2 Wigan: Slumping in the rain
Ben Hoskins
Reading: McCarthy, Cummings (Obita), Gorkss, Pearce (McCleary), Gunter; Guthrie, Williams, Drenthe (Le Fondre), McAnuff; Sharp, Pogrebnyak
After a decent 1-0 win up at Huddersfield, Nigel Adkins made just the one change, with Danny Guthrie returning after suspension to slot into midfield in place of Jordan Obita, as the Reading manager put his faith in 4-4-2 once again.
I might as well just copy this same sentence into every home match report, because tell me if you've read this before, but once again Reading looked reasonably comfortable in the first 10 minutes before utterly losing the plot.
Reading's throw-ins have to be amongst the worst in the league and it was no surprise that a poor throw in down the Wigan left saw the away side regain possession and break at speed through former Reading target James McClean. McClean looked to have been stopped by a sliding challenge in the box but the ball somehow wriggled away enough to allow the Republic of Ireland winger to pick out Chris McCann who found himself in plenty of space and fired past McCarthy.
Just like the Bournemouth game, one quickly turned into two as this time a hapless Alex Pearce totally misjudged the flight of a swirling ball, allowing Nick Powell to get in behind the defence and rifle home.
The next 15 minutes were about as ugly as we're likely to see this season. The players looked flat, the crowd grew increasingly restless and as the rain poured down I can't have been alone in wondering if maybe joining the hordes in the town centre would be more enjoyable than sitting in a near silent Madejski Stadium.
After 30 minutes of futility Reading finally did get themselves into the game, producing a great 10 minute spell of football that saw Sharp and Gorkss both go close and Al Habsi forced into a good save from the Pog.
Half-time brought changes for both sides, with Wigan making a double sub and Adkins deciding to bring on Jordan Obita on at left-back instead of Shaun Cummings.
The home fans soon had something to cheer as Chris Gunter was tugged down in the area and referee Mr Sutton pointing to the spot.
Billy Sharp stepped up but skied his effort high and wide, just about summing up our day.
Reading kept on going, and Garath McCleary was introduced in place of Alex Pearce, leaving a back four of Obita, Gorkss, Gunter and McCleary.
With the kitchen sink well and truly being thrown at Wigan, the Royals did finally get a goal through Pavel Pogrebnyak's header, setting up a frantic final 20 minutes. Wigan goalkeeper Ali Al Habsi was forced into making a couple of late saves but even the introduction of Adam Le Fondre couldn't provide the goal the home fans craved and in truth Wigan should have been out of sight were it not for some wasteful finishing towards the end.
What can I really say about this game?
On the positive side, it was nice to see a bit of heart and passion in the second-half but the very fact we had a supposed promotion contender playing more than 30 minutes with a back four of Obita, Gorkss, Gunter and McCleary shows how hopelessly wrong we had got it in the first half.
A few weeks ago Rob Langham wrote about how outdated 4-4-2 was I'll just quote what he said here again...
4-4-2 is a shabby, outmoded excuse for a playing system
Well 'learned' isn't strictly true because we've know this for a while - Spain don't play it, Bayern Munich don't play it, we have learned the hard way that nobody plays it in the Premier League, Millwall, as we discovered a month ago, don't play it - hell, Woodley Hammers under 9s probably don't even play it. So why persist? To give Nigel Adkins his due, he did change matters hurriedly at half time when he brought on Danny Williams and Hope Akpan to combat Blackburn's dominant central midfield threesome of David Dunn, Jason Lowe and Tom Cairney. Just don't make the same mistake again Nige
Sadly Nige didn't take Rob's warning to heart as he again had to change his system after 4-4-2 failed. How many times has Adkins now had to change his style and team within the first 45 minutes? You could probably count the number of times Brian McDermott did it on one hand yet this seems to be an every week occurrence for Mr Adkins.
As I tweeted after the game, I'm desperate to get behind our manager but after 9 months, I'm still not seeing a coherent and progressive plan, more a mish-mash of individuals picked and chosen for each game who have litle idea of what they're supposed to be doing. Too often you've got square pegs in round holes and I can't say I'm surprised to see so little progression when things are changing so often.
I can't finish this match report without giving some credit to Wigan who gave the couple of hundred hearty travelling fans plenty to sing.. well not really sing but quietly clap, about with some good football and excellent play on the counter attack. While some of the time wasting and theatrics were annoying (I'm especially looking at you Mr Watson) they deserved to get a result from this game and much like our own fans, I'm sure the Latics fans will also be hoping for some consistency from a side that's had plenty of ups and downs this season.
It's unquestionable that there's talent in this Reading squad, they once again showed flashes of it today despite the poor result. Unfortunately we're now getting to that stage of the season where it's possible to suggest that maybe Reading don't have that extra gear we've been referring too for the first four months. Perhaps they are just a decent side who might graft their way into the play-offs, rather than a title contender who are just going through a bad run.
Unfortunately it doesn't get any easier for Reading in the next three games as trips to Leicester and Middlesbrough and followed by a home game against fellow play-off hopefuls Nottingham Forest.
We'll have player ratings tomorrow so I'll save my comments on individuals for that one but meanwhile please feel free to leave your thoughts below.


text:
Alexandria Ocasio-Cortez advocates for a $15 minimum wage in addition to tips in New York. Reuters/Shannon Stapleton
Raising the minimum wage in restaurants could be a win for everyone
Published: October 28, 2019 9.07am EDT
Nicole Hallett, University at Buffalo
Nicole Hallett
Associate Professor of Law, University at Buffalo
Nicole Hallett is the director of the Community Justice Clinic, which, among of things, represents restaurant workers in actions against their employers for wage theft and other legal violations.
University at Buffalo provides funding as a member of The Conversation US.
Critics would have you believe that upping the minimum wage in restaurants will lead to massive layoffs and closures. But since raising the minimum wage to US$15 per hour nearly a year ago, the restaurant industry in New York City has thrived.
I'm a professor with a focus on labor and employment law. My research on the minimum wage suggests a few reasons why this might be true.
What hasn't happened
When worker pay goes up, employers can respond in a number of different ways. They can cut hours, lay off workers, accept smaller profits or raise prices.
With profits so low in the restaurant industry, averaging just 3%-5%, employers may not have the option to accept less in profits without going in the red.
In many industries, increased labor costs may prompt businesses to lay off American workers and move operations overseas where labor costs are lower. But this is not a viable solution in the restaurant industry, since most of the work is done on-site.
That leaves restaurant owners with two options. The first is to decrease the number of hours each employee works, which might explain why income gains from a minimum wage are not as large as one would predict.
Still, massive layoffs in the restaurant industry are unlikely because owners need a certain number of staff to operate a full-service kitchen.
The other option is to increase prices, which many restaurants in New York City have done.
New Yorkers have been fighting for a $15 minimum wage for several years. a katz/Shutterstock.com
Prices go up
Some in the restaurant industry have argued that raising menu prices will lead to fewer people dining out and, consequentially, more restaurant closures.
But this hasn't happened.
In fact, both restaurant revenue and employment are up. The reason for this is that restaurants do not have to raise prices very much in order to pay for a minimum wage increase.
In one study, for example, a $0.80 minimum wage increase equated to a 3.2% increase of food prices in restaurants in New Jersey. This is the amount that the New Jersey minimum wage increased in 1992.
Even a one-time increase of 10% to 15% is unlikely to dissuade large numbers of customers from dining out. That would amount to an extra $1.20 on a $12 burger.
The focus on single restaurants also ignores the larger economic impact of raising the minimum wage. According to an analysis by the Federal Reserve Bank of Chicago, if low-wage workers have more money in their pockets, they will have more money to spend, potentially expanding the number of consumers who can afford to eat out.
In fact, some people – including those from the Economic Policy Institute – have posited that a minimum wage increase will actually lead to an increase in employment because of the effects of giving low-wage workers a raise. Other advantages to restaurants may include lower turnover rates and better job performance.
Wage hikes help everyone
Perhaps the principal reason that the minimum wage increase did not seem to have a negative effect on the restaurant industry in New York is that the state's economy is strong overall, so businesses have been able to absorb the increases without having to make hard decisions about where to cut.
If the economy were to go into a recession, business would undoubtedly suffer, though the suffering could hardly be attributed solely or mainly to a minimum wage increase. In other words, a good economy means that everyone benefits, including low-wage workers.
Apocalyptic predictions of the industry's demise will likely return as New York officials debate whether to get rid of the tip credit, which allows employers to make up part of their minimum wage obligations in tips. Right now, restaurants actually have to pay workers only $10 per hour if they make at least $5 per hour in tips.
There are many good policy reasons to abolish the tip credit, including ensuring that workers have pay stability and combating the problem of sexual harassment in the service industry. Women working in restaurants with lower minimum wages than other industries in the state were twice as likely to report being sexually harassed by a customer than women who were paid their state's minimum wage.
Seven states, including Alaska, Montana and Washington, have already abolished the tip credit. New York may be next.
As the debate unfolds, just remember to look at the data. A pay increase for low-wage workers doesn't have to be a zero sum game. In fact, the evidence suggests that everyone can win.
[ Deep knowledge, daily. Sign up for The Conversation's newsletter. ]
Labor costs


text:
Seven players who have played for both Real Madrid and Spurs
SPORTS FASHION
New Kop King drops fresh gear
SPANISH SUPER CUP 2023
Real Madrid's luxury hotel in Riyadh for Super Cup stay
Bale signed for Tottenham Hotspur on May 25 2007 and spent six seasons in North London.
Foto:GLYN KIRKAFP
Update: October 17th, 2017 06:56 EDT
César Sánchez Domínguez "César"
Jonathan Woodgate
His move to Real Madrid was confirmed on September 1, 2013 and the Welsh international has managed to win 3 Champions League titles, 3 UEFA Super cups, 2 Club World Cups, 1 league and 1 Spanish Copa del Rey whilst at the Bernabeu.
Foto:Mike EhrmannGetty Images
Luka Modric signed for Tottenham in 2008 staying with the London side for four campaigns.
Foto:Mike HewittGetty Images
The Croatian signed for Real Madrid in August 2012 and has won 12 trophy's with the Spanish side in his time in the Spanish capital.
Foto:DANI SANCHEZDiario as
Soldado broke through to the Real Madrid first team in the 2005/2006 season and subsequently played for Osasuna, Getafe, Valencia, Villarreal and now plays for Besiktas.
Foto:CHEMA DIAZDIARIO AS
Soldado confirmed his move to Spurs in August 2013 for a move costing the English side 30 million euro.
Foto:Paul ChildsREUTERS
The defender moved to Real Madrid in 2004 but his time in Spain was overshadowed with injury problems. He famously headed into his own net on he home debut in September 2005 against Athletic Club.
Foto:SUSANA VERAREUTERS
Woodgate moved to Spurs in 2008 staying with the North London side through to 2011.
Foto:Jamie McDonaldGetty Images
In 2008, Van der Vaart penned a deal with Real Madrid staying in Spain for two seasons and managing 12 goals in his 75 games.
The Dutch player moved to Spurs spending two seasons with the "Lillywhites".
Foto:IAN KINGTONAFP
Adebayor
He moved to Real Madrid on a loan deal in 2011 and later signed with Tottenham, staying with the N17 side through to 2015.
Foto:Jamie McDonaldDIARIO AS
The goalkeeper spent five season with Real Madrid (2000-2005) and played just one season (2008-2009l).
El portero cacereño estuvo 5 años en el Real Madrid, de 2000 hasta 2005. El el club inglés jugó una temporada, la del 2008-2009.
Foto:DIARIO AS
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text:
require 'rails_helper'

RSpec.describe PerformersController, :type => :controller do

  # This should return the minimal set of attributes required to create a valid
  # Performer. As you add validations to Performer, be sure to
  # adjust the attributes here as well.
  let(:valid_attributes) {
    FactoryGirl.attributes_for(:performer)
  }

  let(:invalid_attributes) {
    { name: nil }
  }

  # This should return the minimal set of values that should be in the session
  # in order to pass any filters (e.g. authentication) defined in
  # PerformersController. Be sure to keep this updated too.
  let(:valid_session) { {} }

  describe "GET index" do
    it "assigns all performers as @performers" do
      performer = Performer.create! valid_attributes
      get :index, {}, valid_session
      expect(assigns(:performers)).to eq([performer])
    end
  end

  describe "GET show" do
    it "assigns the requested performer as @performer" do
      performer = Performer.create! valid_attributes
      get :show, {:id => performer.to_param}, valid_session
      expect(assigns(:performer)).to eq(performer)
    end
  end

  describe "GET new" do
    it "assigns a new performer as @performer" do
      get :new, {}, valid_session
      expect(assigns(:performer)).to be_a_new(Performer)
    end
  end

  describe "GET edit" do
    it "assigns the requested performer as @performer" do
      performer = Performer.create! valid_attributes
      get :edit, {:id => performer.to_param}, valid_session
      expect(assigns(:performer)).to eq(performer)
    end
  end

  describe "POST create" do
    describe "with valid params" do
      it "creates a new Performer" do
        expect {
          post :create, {:performer => valid_attributes}, valid_session
        }.to change(Performer, :count).by(1)
      end

      it "assigns a newly created performer as @performer" do
        post :create, {:performer => valid_attributes}, valid_session
        expect(assigns(:performer)).to be_a(Performer)
        expect(assigns(:performer)).to be_persisted
      end

      it "redirects to the created performer" do
        post :create, {:performer => valid_attributes}, valid_session
        expect(response).to redirect_to(Performer.last)
      end
    end

    describe "with invalid params" do
      it "assigns a newly created but unsaved performer as @performer" do
        post :create, {:performer => invalid_attributes}, valid_session
        expect(assigns(:performer)).to be_a_new(Performer)
      end

      it "re-renders the 'new' template" do
        post :create, {:performer => invalid_attributes}, valid_session
        expect(response).to render_template("new")
      end
    end
  end

  describe "PUT update" do
    describe "with valid params" do
      let(:new_attributes) {
        { name: "Josh" }
      }

      it "updates the requested performer" do
        performer = Performer.create! valid_attributes
        put :update, {:id => performer.to_param, :performer => new_attributes}, valid_session
        performer.reload
        expect(performer.name).to eq(new_attributes[:name])
      end

      it "assigns the requested performer as @performer" do
        performer = Performer.create! valid_attributes
        put :update, {:id => performer.to_param, :performer => valid_attributes}, valid_session
        expect(assigns(:performer)).to eq(performer)
      end

      it "redirects to the performer" do
        performer = Performer.create! valid_attributes
        put :update, {:id => performer.to_param, :performer => valid_attributes}, valid_session
        expect(response).to redirect_to(performer)
      end
    end

    describe "with invalid params" do
      it "assigns the performer as @performer" do
        performer = Performer.create! valid_attributes
        put :update, {:id => performer.to_param, :performer => invalid_attributes}, valid_session
        expect(assigns(:performer)).to eq(performer)
      end

      it "re-renders the 'edit' template" do
        performer = Performer.create! valid_attributes
        put :update, {:id => performer.to_param, :performer => invalid_attributes}, valid_session
        expect(response).to render_template("edit")
      end
    end
  end

  describe "DELETE destroy" do
    it "destroys the requested performer" do
      performer = Performer.create! valid_attributes
      expect {
        delete :destroy, {:id => performer.to_param}, valid_session
      }.to change(Performer, :count).by(-1)
    end

    it "redirects to the performers list" do
      performer = Performer.create! valid_attributes
      delete :destroy, {:id => performer.to_param}, valid_session
      expect(response).to redirect_to(performers_url)
    end
  end

end

redpajama_set_name: RedPajamaGithub


text:
Sand facility hopes to break ground next year
New president Dana Archibald met with Athabasca County
Heather Stocking
Dana Archibald was named the president of both the U.S. and Canadian sides of the silica division of Athabasca Minerals Inc. in March. He now heads AMI Silica LLC across the border and AMI Silica Inc in Canada. He was in Athabasca recently to meet with Athabasca County council and for an exclusive interview with the Athabasca Advocate.Heather Stocking
ATHABASCA — Dana Archibald is curious about what is going on in Athabasca.
In an exclusive interview with the Athabasca Advocate June 14, the Athabasca Minerals Inc. (AMI) president asked how businesses fared during COVID-19 and what big events are taking place in the area as the company is interested in supporting community events and projects, before speaking about his new role as president, expansion into the United States, and supplying an update on the Prosvita sand project.
"We went down to Wisconsin last year," he said. "We've been operating that Hixton plant since June of last year and we closed the deal in March and so now we own it full on."
It was also on March 3 that Archibald was named president of the U.S. side of the company, AMI Silica LLC, and the Canadian side, AMI Silica Inc., but initially AMI was looking for a facility, they could re-purpose to use at the Prosvita location 40 kilometres northeast of Athabasca.
"It's a great facility, great people that we have down there working, great community surrounding the facility and we saw good opportunities also out in the market," said Archibald. "It was a company that was looking at getting out of the sand business and so we were able to come in at the right time and it's been exciting."
During the pandemic, the company was moving nominal amounts of sand which ships 100 per cent via rail, then in January everything changed.
"Fast forward to January when the demand started to really creep up in sand, but it also coincided with interruptions on rail because CN got hit by extremely cold weather, they had the wash out in B.C. and so the service went down."
Archibald said everything started to recover in February and they are now moving significant volumes of product to help meet the current demand in Western Canada of 5 million tonnes of sand per year with industry projections it could be up to 10 million tonnes soon.
"What's happened here is we've got a real supply glut and because of sort of what's happened in the past there's not as much investment in these projects so it's sort of 'right time and the right place' and I think it's exciting," he said. "We've got a good facility south of the border now and we've got premium domestics with Prosvita north of the border, and they're going to complement each other extremely well."
And it was the Prosvita property which brought Archibald from his Edmonton office to meet with county council June 14.
"The nice thing about my role changing is I'm more focused on the sand portion of our business," he said. "It's good because it takes away some of the other things that I was doing; it allows me to focus on Prosvita and our U.S. operations."
AMI is becoming a busy place with the U.S. and Canadian sand projects, AMI Aggregates, Métis North Sand and Gravel which is a partnership with the McKay Métis Group, AMI RockChain, a technology-enabled business using its proprietary digital platform for automated supply-chain and logistics solutions and more, and TerraShift Engineering which conducts resource exploration, regulatory, mining, environmental and reclamation engineering.
"Back in April we worked with Al Pac (Alberta Pacific Forest Industries Ltd.) and we came to an agreement on utilizing some of their recycled water in our processing facility," said Archibald. "So, we're sort of in a bit of a holding pattern with getting our Water Act applications in."
"One thing we have to do also with our Water Act application is we're doing a realignment of some of the drainage ditches that are on the Prosvita property. So, we just actually were meeting with Athabasca County to review the plans of what we're doing."
And once that's done and Alberta Environment has deemed the application complete, there will be a public notice so anyone who has concern or questions will have 30 days to submit them then the next step is the design of the facility and getting all the blueprints finished.
"We're probably looking at that 2023-2024 construction window," he said. "We first came here in 2019 and it's exciting getting to this point where we're getting a little bit closer."
hstocking@athabasca.greatwest.ca
About the Author: Heather Stocking
Heather Stocking a reporter at the Athabasca Advocate, a weekly paper in Northern Alberta. Heather covers all aspects of the news in and around Athabasca and Boyle as well as other small communities.
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