text:
New York Knicks
|9 years ago
|'04 #7051
$42,410 | 3980
if only Nocioni contract wasn't so many years with that match, would love to add him to our roster...Kings are saying they will try and move by the deadline either dolo or package him for a big man in return
|9 years ago
|'04 #7052
$42,410 | 3980
A league source close to both sides of the situation shot down the rumors that the Celtics have renewed talks with the Knicks concerning Nate Robinson.
Dont waste your time, said the source. The Knicks are looking for quite a bit for him.
Robinsons agent, Aaron Goodwin, denied any knowledge of these discussions. If anyone would know, I think it would be me, he said.
Everybody talked to (Knicks GM) Donnie Walsh at some point this year about the kid because he wasnt playing, said Doc Rivers.
|9 years ago
|'04 #7053
$42,410 | 3980
As Donnie Walsh addressed trade rumors regarding Nate Robinson, he stressed the importance of continuing their development this season.
"It's got to make us better this year, a.ssuming there's no cap ramifications the following year," Walsh said.
Although Mike D'Antoni and Garden CEO Jim Dolan did not want to re-sign Robinson over the summer, Walsh thought Robinson could be effective in a bench role.
"I think Nate is really trying to do the right thing on the floor," Walsh said. "It's obvious he's helping us. When he gets it going, he really helps us. And yet, he's cut down on some of the things that detract from that. So I like the way he's played."
|9 years ago
|'04 #7054
$42,410 | 3980
Rookie Jordan Hill has been in the rotation over the previous two games and he continues to impress the two men responsible for selecting him with the sixth overall pick in last Junes NBA Draft.
I think that when hes had an opportunity to play hes played very well, Knicks president Donnie Walsh said after Wednesdays practice. Hes had an opportunity to play in the last two games and I thought he gave a good account of himself. It doesnt surprise me because I watch him working out and Ive seen what hes done.
Hes a very good athlete, hes very active around the basket and he has good low-post moves. But what has surprised me is how he has extended his shooting range. In college, he shot in the lane a lot and he was a good shooter. Now, hes shooting further out and he shows a lot of confidence in the way hes playing.
Hes going to make a mistake because hes a rookie and hes going to have to learn how to go in there against guys with big bodies and be able to rebound the ball. But every rookie has to learn that. I was happy to see him get the time and he played well so maybe hell earn more time.
Hill averaged 6.0 points and 3.5 rebounds during last weekends home-and-home set against the Detroit Pistons after playing in just 12 of the first 39 games this season.
Coach Mike DAntoni believes the 6-foot-10 forward has finally earned some spot minutes and could increase Hills playing time if he continues to improve each day in practice and games.
Hell be in and out and play five minutes here and five minutes there, but well see, DAntoni said. If he keeps improving and keeps doing well, obviously his minutes will improve also.
His intensity of doing things is a lot better and thats the main thing. Hes slowing his game down a little bit on offense and hes showing he can shoot. So now its just a matter of getting some quality time, which he will and has been, as long as everything keeps going pretty well. But its been positive for sure.
|9 years ago
|'04 #7055
$42,410 | 3980
Lakers coach Phil Jackson has declined the Knicks' invitation to attend their 40th anniversary celebration of their first championship, a source told the New York Post.
Jackson was a power forward on the Knicks' 1969-70 championship team, though he spent the entire season on injured reserve with a back injury.
|9 years ago
|'04 #7056
$9,608 | 5913
|9 years ago
|'04 #7057
$42,410 | 3980
damn, just got here and i can't peep this game..nebody got a link so i can atleast watch it online
$n/a |
|9 years ago
|'04 #7062
$42,410 | 3980
thank god i was at the Apple Store and didnt witness this travesty....damn near all the headlines i read about this game was basically hyping up a shootout between *does his South Park commercial guy voice* "FROM THE MAKERS OF..." DIRK vs. SUCK MY GALLO
|9 years ago
|'06 #7063
$8,048 | 0
Worst. Headache. Ever.
Only thing that made me feel better was watching Favre lose, throwing an INT for his last pass ever...well until he retires, then come backs again.
|9 years ago
|'04 #7064
$42,410 | 3980
Knicks better atleast make an offer for Amare since he's now "officially" on the market
|9 years ago
|'04 #7065
$42,410 | 3980
[pic - click to view]
Alan Hahn
Mike D'Antoni left one starter on the court through extensive, second-half garbage time in the 50-point epic loss to Dallas. Rather than give the burn to veteran Larry Hughes, D'Antoni kept Chris Duhon in the game in an obvious attempt to get the struggling point guard out of his slump. Even John Starks, who took a courtside seat along celebrity row, had a few words for Duhon while Wilson Chandler shot free throws in the first half.
Let's review the direct impact the point guard position has had on the Knicks this season:
In October, the team was 0-3. Duhon shot 26.9% from the field and 14.3% from three-point range. He averaged 7.7 points and 6.3 a.ssists.
In November, the team was 3-11. Duhon shot 28.3% from the field and 24.1% from three. His numbers dipped to 6.9 points and 6.1 a.ssists.
In the successful month of December, the team went 9-6. Duhon's numbers were the best of the season: 43.2% from the floor and 46.3% from beyond the arc. His scoring was up to 12.1 points and 6.9 a.ssists.
Here in January, the team is 5-6 so far and check out Duhon's numbers: 30.8% field goals, 29.8% threes and his production is a season-low 5.3 points and 5.4 a.ssists.
So, factually speaking, as Duhon goes, so go the Knicks.
Or perhaps it's better to say, production at the point guard position is so obviously critical to the team's success.
The Knicks tried to ride this out last season and it cost them a shot at a playoff berth, a futile drive that disintergrated after the all-star break. D'Antoni remains steadfast in his support of Duhon this season, but that's bound to change the moment someone more effective finally emerges. Rookie Toney Douglas was given yet another shot at making a case for himself on Sunday, as D'Antoni gave him the third guard role (over Hughes) vacated by injured Nate Robinson and Douglas was very ineffective.
It seems evident that Donnie Walsh will have to try to find the answer in a trade (or perhaps a vets min signing?) before the Feb. 18 deadline. One thing Walsh can take out of Sunday's brutal loss is that the Mavericks sure have plenty of depth at the point guard position. Jason Kidd didn't play (personal reasons), which put the ball in the hands of J.J. Barea, who is very quick (small, but also very tough), can run an offense and he certainly can knock down shots when he needs to.
Barea has a $1.65 million salary (pending restricted free agent) and the Knicks happen to have a $1.6M trade exception they have yet to use. Would Dallas, considering they have sharp-shooting rookie Roddy Beaubois on the bench, make that kind of move? Probably not.
But keep looking around the league. The Grizzlies are always going to be conscious of the luxury tax threshold and they have extra guards. Jamaal Tinsley (expiring $1,033,733) isn't the best finisher, but he knows how to run an offense and hit the open man. He has helped the Grizzlies this season and has done well in his comeback after the fallout in Indiana. Walsh knows Tinsley well and the Brooklyn native would love the opportunity to play for the Knicks.
With Tinsley, the Knicks could up the tempo more and get out and run more with Wilson Chandler, David Lee, Danilo Gallinari and Nate Robinson as finishers.
But is that really enough?
Sacramento is also loaded with guards, especially with the return of Kevin Martin. Though there were some rumors about teams inquiring about the oft-injured Martin (Knicks need to visit this in the offseason for sure), the Kings appear to be interested in seeing how Rookie of the Year favorite Tyreke Evans looks with Martin with him in the backcourt before they make any rash decisions.
But Martin's return means less minutes for Sergio Rodriguez, who has longed to play in New York and for D'Antoni. Rodriguez's salary ($1.89 million) just makes it for the Knicks to offer their exception (125 percent rule). For the Kings, it gets them closer to the luxury tax threshold. For the Knicks, it gets them a crafty playmaker who is having a terrific year (44.7% FG, 37.8 3PT%, 3.1 a.ssists/1.4 turnovers in 13.2 minutes per game) and would be a good short-term solution. Rodriguez will be a restricted free agent this summer with a $2.8M qualifyer. The Knicks could waive this to clear him from the 2010 salary cap or, if he fares well, they could retain him for a very cheap price.
The Knicks could use their trade exception to entice the Portland Trail Blazers into giving up Rudy Fernandez ($1.16 million), who isn't a point guard but would upgrade their talent. Or push the Blazers to consider a player swap for Steve Blake ($4.9M expiring). The question, of course, is what would the Blazers want for Blake? Know this: Kevin Pritchard isn't going to just give Blake away, especially to a team he knows desperately needs a point guard.
Walsh brought in his scouts to meet and discuss all options before the trade deadline. Even Kevin Wilson, the team's European scout who pushed Walsh to draft Danilo Gallinari, is in town. Wilson is very close to the family of one heralded point guard prospect that remains very much on the radar: Ricky Rubio.
In 10 games for Regal FC Barcelona, Rubio isn't exactly putting up huge numbers. In fact, they look very similar to Duhon's production: 6.4 points, 5.6 a.ssists and shooting 38.1 percent from the field. But people -- especially Wilson -- remain enamored with the 19-year-old's potential and the kind of impact he could have in the NBA game.
As Berman wrote in today's Post, the Knicks haven't given up on working out something with the Minnesota Timberwolves if or when David Kahn decides to move the 2009 lottery pick. And there is a belief that the Knicks, with the New York market, would have the leverage to work something out with Barcelona to release Rubio from his contract earlier than the 2011-12 season, which is in his contract.
Of course before all of this you must consider that the Knicks right now can't do anything with their trade exception until they open up a roster spot. The NBA has not yet completed Cuttino Mobley's medical retirement, so he remains on the roster and counts against the cap.
But you can be a.ssured that if Walsh does anything before the Feb. 18 deadline -- and all indications are he plans to -- it will involve a point guard.
|9 years ago
|'04 #7067
$42,410 | 3980
The Knicks are still keeping track of the Ricky Rubio situation, which has stretched from Minnesota to Spain.
Rubio, who was drafted with the sixth overall pick by the Timberwolves last June, is playing in Spain this season.
Knicks international scout Kevin Wilson lives in Barcelona and Regal, Rubio's club, is his hometown team. The New York Post also writes that, "Wilson is friends with the Rubio family and Ricky's parents would love to see the Timberwolves deal him to New York."
New York president Donnie Walsh told the Post that the last time he spoke to Timberwolves general manager David Kahn, he was told that they aren't accepting trade offers for Rubio currently.
"David has told me he wants to bring Ricky over for next season," Walsh said.
Via New York Post
|9 years ago
|'04 #7068
$42,410 | 3980
Alan Hahn
I made the mistake of introducing myself to Mel Daniels, the former Pacers executive who worked for years as Donnie Walsh's partner in Indiana. Daniels is in town for a few days to provide another perspective for Walsh (who insisted Daniels is not on the verge of being hired into a front office position with the Knicks) and was at Monday's practice wearing a Yankees cap and a wide, welcoming smile.
Then came the handshake. I don't remember much after that.
Shortly thereafer, Al Harrington escorted Marcus Landry over to Daniels to introduce the rookie (keep in mind Harrington played for the Pacers). When Daniels finally released his vice-grip shake, Landry grabbed his palm with his other hand and winced.
Harrington laughed and carefully offered Daniels a high five. When Harrington explained to some members of the media who the tall man in the Yankees cap was, I interjected, "Just don't shake his hand."
Al laughed. "Oh he got you, too?"
I nodded and Al said, "He once broke my former agent's hand."
That's what you want to come away with when you consider a franchise that is rebuilding: that the people in charge have a firm grip on things. Walsh gave that indication after practice when, after chastizing the effort of his team in Sunday's 50-point embarrassment at the Garden -- "It was a terrible game," he said, "and obviously we've got to pick it up if we hope to make the playoffs." -- he denied there was a desperate need to make changes to his roster before the Feb. 18 trade deadline.
What he basically said was, he wasn't going to make change for change's sake. No re-arranging of deck chairs. All of those cliches that go along with the cliche reaction to a team with low expectations performing up to their expectations.
"What I found is when you panic, you make large mistakes," Walsh said. "So it's not that I like where we are, it's that until something better presents itself, you just gotta keep doing the things you're doing."
The message remains steadfastly consistent: the rebuild will begin in the summer of 2010, as planned since April 2008, when Walsh was hired to do the job. So there will not be any deals made that will negatively impact the salary cap situation in 2010-11 before the end of this season.
Of course that is not to say that Walsh isn't working the phones to make something work on the short-term to help his team earn a playoff berth that is starting to slip out of reach again after a 2-6 run in the last eight games.
As we said in the previous blog, there is an obvious need at the point guard position and we expect that will be where Walsh and his staff focuses the bulk of their attention. But with limited resources and limitations on what he is willing to take back in contracts, Walsh's selection will be, well, limited.
So for every name you see attached to a rumor, Fixers, try not to immediately try to find a way the Knicks can make a deal happen. Keep in mind the uproar after the team opted not to sign Allen Iverson. Then check to see where the Knicks and 76ers are in the standings two months after the Knicks passed on him.
And Walsh knows many of you are itching for a trade, just to have something new. Like you see Sundiata Gaines and wonder how the Knicks didn't get him. You wonder why the Knicks didn't try to get Eric Maynor. But you also forget the Knicks already have a rookie scoring guard in Toney Douglas.
And you have to understand that adding Maynor or Gaines doesn't make the Knicks a playoff team.
"You're a.ssuming that any move will help us make the playoffs, I don't a.ssume that," Walsh said. "I a.ssume we've got to make the right move in order to have something like that happen. And if that's there, we'll do it."
Of course a deal has to work both ways. I've talked to a handful of NBA general managers and personnel executives over the last week and have gotten a consistent message: the Knicks just don't have players anyone is that interested in (outside of David Lee and Danilo Gallinari, of course). You're not going to get Tracy McGrady for Jared Jeffries and Eddy Curry. You're not going to land Amar'e Stoudemire for Jordan Hill and Larry Hughes.
Any of the potential 2010 free agents like Stoudemire (i.e.: Chris Bosh, Ray Allen) that will come up as possible trade pieces before Feb. 18 aren't going to be had for cheap. The Knicks just don't have the kind of pieces -- nor do they have a first-round pick, mind you -- to be serious players for high-end talent right now.
It seems pretty clear that Walsh has a grip on reality. I just have to remember never to let Daniels ever again get a grip of my hand.
|9 years ago
|'04 #7070
$42,410 | 3980
The Knicks could turn to guard Larry Hughes on Monday night against the Timberwolves.
New York may be without Nate Robinson due to a hamstring injury and rookie Toney Douglas looked lost against Dallas on Sunday.
That means Hughes could earn some time backing up starting point guard Chris Duhon.
"I'm prepared to go out and help the team," Hughes said. "I don't have any answers. It's his team. He does what he sees fit to get a win. I'm trying to do all I can do to be ready for the games."
When the Knicks were on a role in December, Hughes backed up Duhon.
"I'm comfortable in that role," he said. "The more I play, the better rhythm I get in, the better it is."
Knicks coach Mike D'Antoni wouldn't commit to playing Hughes on Monday.
|9 years ago
|'04 #7071
$42,410 | 3980
Mike Slane
[pic - click to view]
A day after Sunday afternoons 50-point loss to the Dallas Mavericks, the Knicks were in good spirits. They understand that they have to put the game behind them and move on, beginning with Tuesdays matchup against the Minnesota Timberwolves at Madison Square Garden.
I tried to keep a smile on my face today but it hasnt been easy, David Lee said after Mondays practice. That was one of those games (yesterday) that was so bad that it was easier to let go of rather than making a mistake at the last second and having a team beat you. Every guy that got into the game didnt do what they were supposed to and it seemed like every guy for Dallas was clicking.
You just have to move past it and the important thing is we cant let it carry over into the next game. Thats very important.
The Knicks 128-78 defeat to the Mavericks was the franchises worst loss at The Garden and their second-worst loss overall. With only two players scoring in double figures Lee and Jared Jeffries the Knicks were unable to get anything going after falling behind by double digits in the second quarter and lost for the sixth time in eight games.
New York dropped to 17-26 this season and now sits three and a half games behind the Chicago Bulls for eighth place in the Eastern Conference. The Knicks will have to take advantage of an easier schedule over the next few weeks that includes 10 of their next 14 games coming against sub-.500 teams starting with the Timberwolves, who have lost three in a row and own the leagues second-worst record at 9-36.
"We just have to lick our wounds, Al Harrington said. Minnesota obviously is a team we should definitely beat so we just have to forget about that and try to win this game.
Now that the Knicks are officially in the second half of the season, they know its crunch-time and need to have bounce-back games after tough losses. After a franchise-worst 1-9 start to the year, the Knicks cant afford to let opportunities slip by.
If we hope to make the playoffs, weve got to pick it up and play at a higher level than we played (on Sunday), Knicks President Donnie Walsh said. And I think everyone knows that.
The Knicks might have to bounce back without two of their most athletic players in the lineup. Wilson Chandler (groin) and Nate Robinson (hamstring) missed practice on Monday and are questionable for Tuesdays game.
Its that time of year when the wear-and-tear of a long season starts to affect players.
Theres probably not an NBA player out there whos 100 percent, DAntoni said. These are dog days and we have to get through them. The only thing were looking for is f!ght. We dont have to play well all the time but we do have to have f!ght.
Its just always this time when injuries catch up to everybody, Harrington said. We just have to find a way to play at least .500 ball over these next eight games (before the All-Star break). We just have to find a way to stay right there and get the break for All-Star and come back in.
|9 years ago
|'04 #7072
$42,410 | 3980
Hahns last tweet
Do Ramon Sessions' stats make anyone feel the Knicks should have given 3x$16M? Costs $3.9M against cap in 10-11
|9 years ago
|'04 #7073
$42,410 | 3980
Here's a question: Who bangs with Al Jefferson tonight in the low post? Here's where Eddy Curry could have gotten some burn, perhaps.
|9 years ago
|'06 #7074
$8,048 | 0
|9 years ago
|'04 #7075
$42,410 | 3980
Nate Robinson (hamstring) and Wilson Chandler (groin) will play tonight vs MIN. #Knicks


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An index to the laws of Massachusetts: from the adoption of the Constitution to the year MDCCXCVI3 editions - first published in 1797
An oration, pronounced at Hanover, Massachusetts on the anniversary of American independence, July 4, 1803, at the request of the officers of the second regiment, first brigade, fifth division of the militia of Massachusetts1 edition - first published in 1803
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Mebicar anxiolytic drug molecule
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Erika Kauffman | E-PR
Public Relations - Hawaii European Cinema
"Hawaii's European Film Festival"
"Il faut faire aujourd'hui ce que tout le monde fera demain"
"Today we must do what everyone will do tomorrow" French Director Jean Cocteau
Honolulu, HI (September 25, 2015 –) Hawai`i European Cinema Film Festival (HEC), is thrilled to announce its new festival name; the unveiling of its modern website (www.europeancinemahawaii.org)
"Over this past summer, staying true to our culture and traditions, the HEC board has come together in various parts of Europe to reflect on the past five years of our festival and to redefine the heart, mission and spirit of who we are. It is a new beginning for Hawai`i European Cinema Film Festival. With our new name, comes a clear commitment and mandate to continue premiering the most compelling European stories through film. Our values and vision are the same: to provide a cultural exchange between the people of Europe and Hawai'i through film and to providing financial support to Hawaii-based creative media students." said Patrick Gey, President of the 2015 Hawai`i European Cinema Film Festival.
Independent. A New Name. The Same Vision. Renewed Partnerships:
In Spring of 2015, Hawai`i European Cinema collectively restructured to present itself as an independent film festival with a renewed commitment and passion to showcase Europe's leading film titles in the heart of paradise. With shared vision, presenting sponsor, LUXURY ROW partnered with the coveted film house of CONSOLIDATED THEATRES at Ward Stadium and Kahala to be the screening home of the celebrated euro-impassioned festival.
Hawai`i European Cinema is also made possible by the loyal generosity and supporting sponsorship of Hawaii Tourism Authority, HI LUXURY, The Moana Surfrider - A Westin Resort & Spa, Hawaiian Airlines, Moët & Chandon, Southern Wine and Spirits, Christina Hassell, The Sunny DuPree Family Foundation, V.I.P Trans Hawaii, industry restaurants and chefs, and countless film enthusiast volunteers.
A New Community-Centric Screening Structure:
As part of the Hawai`i European Cinema Film Festival's mission to share the culture of Europe with the people of Hawaii, all screenings as part of the 2015 festival, will be scheduled on weekends only and will be offered complimentary as a celebration of community and the engagement of arts and culture through film. While tickets are complimentary, seats MUST be reserved at: http://hecff.gala-engine.com/
- FREE Films (http://hecff.gala-engine.com/
- Friday, October 16th
- Saturday, October 17th
- Sunday, October 18th
- Signature Red Carpet Gala Awards & Celebration: Friday, October 23rd
- Closing Film with Honored Guest: Saturday, October 24th
The Iconic Red Carpet of Waikiki and the Hawai`i European Cinema Awards Gala:
Inspired by the world's most prestigious red carpets and the spirit of the Croisette at the Cannes Film Festival, Hawai`i European Cinema, Hawaii's European Film Festival, will once again transform Waikiki's Kalakaua Avenue fronting the timeless and iconic entrance of the Moana Surfrider, A Westin Resort and Spa. This iconic gala has become notarized as Hawaii's most anticipated, sophisticated and glamorous evening of the year. On Friday, October 23rd HEC will welcome royalty, dignitaries, celebrities, filmmakers, philanthropists, designers and the who's-who of Hawaii. The starry spotlight illuminates the Hawaii`i European Cinema Awards Gala, the quintessential celebration of fine wine, cuisine, culture and films - intertwined like a mesmerizing European story in paradise. The evening will be hosted by Mahealani Richardson and Ryan Kalei Tsuji.
Schedule of the Gala is as follows:
- 5:30p.m. - 7:00p.m: Signature Red Carpet Arrivals & No-Host Foyer Champagne
- 7:00p.m. - 10:00p.m: Cocktails, Paparazzi & Awards Program on the Diamond Lawn featuring cuisine by Azure, MW Restaurant, Stage, Taormina and Tiki's Bar & Grill.
- 10:00p.m. – Midnight: party and sweet delights in the Grand Salon hosted by The Moana Surfrider
- Complimentary valet available.
Gala tickets are available for $150 per person at http://hecff.gala-engine.com/
The 6th annual Hawaii European Cinema Film Festival is led in collaboration by an executive committee, esteemed industry board members and honorable contracted consultants:
Executive Committee and Board Members:
- Patrick Gey: President
- Chris Lee: Vice President
- Kelly Sanders: Vice President & Director of Hospitality
- Carmen DiAmore-Siah: Treasurer and Secretary
Board Members:
- Princess Dialta Alliata di Montereale: Founder
- Jack Endo
- Guido Carlo Pigliasco, J.D., PH.D: Director of Foreign Affairs
- Wanda Watumull: Director of Promotions & Hospitality
- Aida Takla-O'Reilly (LA based): Director of National and Foreign Press Relations. She has been a member of the Hollywood Foreign Press Association since 1956, and has the distinction of having served as its President for four years.
- Erika Kauffman (LA based): Director of Public Relations
Film Festival Consultants:
- Neil Abercrombie, Former Governor of Hawaii
- Brent Anbe: Film Festival Director
- Maggie Mackay: Programming
- Andrea Galvin
- Peter Savasta
- Sam Bui
- Ajax Maharlika
- Kelsey Faamausili
Hawaii European Cinema, welcoming celebrities from around the world, features an array of premiere screenings highlighting European films and culminates in Honolulu's most glamorous black tie party of the year. This year, the festival will present three awards in the following categories:
- "The Christina Hassell Lifetime Achievement Award"
- "The Sunny Dupree Family Foundation Production Scholarship" for film students of the Academy for Creative Media at University of Hawaii, Manoa.
- Princess Dialta Alliata di Montereale "Independent Filmmakers Award"
Hawaii European Cinema is honored to continue its elite partnership with loyal sponsors for the 2015 Film Festival:
Presenting Sponsor: Luxury Row
Supporting Sponsors:
- Hawaii Tourism Authority
- Consolidated Theatres at Ward Stadium and Kahala 8
- The Moana Surfrider, A Westin Resort & Spa
- Hawaiian Airlines
- Moet & Chandon
- Southern Wine and Spirits
- Christina Hassell
- Sunny DuPree Family Foundation
- V.I.P Trans Hawaii
About Hawaii European Cinema Film Festival
Founded and Incorporated as a 501c3 in 2009, Hawaii European Cinema is dedicated to cultural exchanges between the people of Europe and Hawai'i through film and to providing financial support to Hawaii-based creative media students. Our Hawaii European Cinema annually showcases the very latest and best films of Europe.
French director Jean Cocteau quotes, "Il faut faire aujourd'hui ce que tout le monde fera demain" - "Today we must do what everyone will do tomorrow". It will be my mission this year to accomplish and pursue the development Hawaii European Cinema for what it must be tomorrow." said Patrick Gey, President of Hawaii European Cinema.
Twitter: //twitter.com/@HIEuropeanCine" target="_blank" style="color:rgb(17, 85, 204)">https://twitter.com/@
# # #


text:
NOTICE: This opinion is subject to motions for rehearing under Rule 22 as well as formal revision before publication in the New Hampshire Reports. Readers are requested to notify the Reporter, Supreme Court of New Hampshire, One Noble Drive, Concord, New Hampshire 03301, of any editorial errors in order that corrections may be made before the opinion goes to press. Errors may be reported by E-mail at the following address: firstname.lastname@example.com. Opinions are available on the Internet by 9:00 a.m. on the morning of their release. The direct address of the court's home page is: http://www.courts.state.nh.us/supreme.
Hillsborough-northern judicial district
No. 2002-180
Barbara Bielagus & a.
EMRE of New Hampshire Corp., d/b/a Carlson Real Estate Better Homes and Gardens and Norwood Realty Better Homes and Gardens
Argued: February 6, 2003
Opinion Issued: July 1, 2003
Wenger & Cronin, P.C., of Manchester (John G. Cronin and John F. Bisson on the brief, and Mr. Cronin orally), for the plaintiffs.
Murphy & Michaels, LLP, of Boston, Massachusetts (Daniel J. Murphy & a. on the brief, and Anthony M. Ambriano orally), for the defendant.
NADEAU, J. The plaintiffs, Barbara Bielagus and The Norwood Group, Inc., appeal from an order entered after a bench trial in the Superior Court (Brennan, J.), which ruled that the defendant, EMRE of New Hampshire Corp., was not liable for the plaintiffs judgment against the defendants predecessor on a promissory note. We affirm.
I. Historical Background
The relevant facts are not in dispute. The plaintiffs are the holders of a $1,000,000.00 promissory note executed by the defendants predecessor, The Norwood Realty, Inc. (Norwood Realty), in 1986. Norwood Realty executed the promissory note as part of a $4.6 million dollar financing package to purchase the commercial division of The Norwood Group, Inc. See Slattery v. Norwood Realty, 145 N.H. 447, 447-48 (2000). The other $3.6 million dollars of the financing package consisted of a secured loan owed to the Federal Deposit Insurance Corporation (FDIC), which was personally guaranteed by Norwood Realtys sole shareholders, Robert and Rose Marie Phillips.
Sometime in 1992, Norwood Realty defaulted on its promissory note with an outstanding balance of $530,000.44. It apparently also fell behind on its secured obligation to the FDIC. By 1995, Norwood Realtys financial difficulties caused it to begin soliciting offers for the sale of its business so that it could avoid total liquidation. While Norwood Realty was engaging in negotiations to work out its financial difficulties, the plaintiffs filed suit for the balance due on the promissory note.
After a jury trial, the plaintiffs obtained a verdict against Norwood Realty for the $530,000.44 balance due. We affirmed that verdict in Slattery v. Norwood Realty, 145 N.H. at 447, and the trial court entered final judgment in early 2001. The promissory note underlying the judgment, however, was neither secured by Norwood Realtys assets nor guaranteed by its shareholders. Consequently, the judgment remains unpaid.
Meanwhile, in March 1995, after extended negotiations with several interested parties, Norwood Realty agreed to sell virtually all of its business assets, including the Norwood Realty trade name, to the defendant. At the time of this agreement, Norwood Realty was a New Hampshire corporation in good standing, wholly owned and operated by Robert and Rose Marie Phillips. Norwood Realty engaged in both commercial and residential real estate transactions, and operated out of ten branch offices across New Hampshire.
As part of this agreement, the defendant incorporated in New Hampshire as the New Hampshire subsidiary of Eastern Massachusetts Real Estate Corporation (EMRE). At that time, EMRE was a Massachusetts corporation in good standing, wholly owned by Jean Carlson and operated by her husband, Richard Carlson. EMRE engaged solely in residential real estate transactions, and operated out of more than twenty branch offices across Massachusetts.
The asset purchase agreement (Agreement) provided that the defendant would pay Norwood Realty $675,000.00 for its real estate business assets with the consent of the FDIC, after working out a plan for the multi-million dollar secured debt from the 1986 financing agreement. The Agreement also provided that the defendant would assume substantially all of Norwood Realtys operating expenses and accounts payable that related to its residential real estate division. In exchange, the defendant received almost all of Norwood Realtys business assets from its former residential real estate division. These assets included, among other things, all furniture, fixtures, leases, license agreements, real estate listing agreements, independent broker agreements, and Norwood Realtys operating trade name.
The defendant purchased assets only from Norwood Realtys residential real estate division. Consequently, the Agreement required Norwood Realtys shareholders to change Norwood Realtys trade name and execute non-competition agreements. The Agreement further required the defendant to offer employment to substantially all of Norwood Realtys independent residential real estate brokers, and it required two-year employment contracts to be made with Norwood Realtys former officers, Robert and Rose Marie Phillips. The Agreement did not require the defendant to transfer shares of any corporate stock to Norwood Realtys former officers.
Finally, the Agreement disclosed the existence of the plaintiffs lawsuit on the promissory note. The Agreement provided that the defendant "shall not assume and shall not be obligated to pay any of the liabilities or obligations of [Norwood Realty], except liabilities and obligation [sic] accruing after the Closing Date . . . and certain accounts payable as set forth in Section 2.2."
Since purchasing Norwood Realtys residential real estate assets, the defendant has operated from the same New Hampshire branch offices with substantially the same residential real estate brokers as Norwood Realtys former residential real estate division. Pursuant to their employment contracts, Norwood Realtys former officers have worked for the defendant in management positions and have run the defendants New Hampshire subsidiary. Through this transaction with EMRE, Norwood Realty became part of the largest New England network of realtors, as well as part of the national Better Homes and Gardens network of realtors.
Since selling assets to the defendant, the former Norwood Realty, Inc., remains a New Hampshire corporation in good standing, but operates under the trade name "Robert Spencer Real Estate Associates." Robert and Rose Marie Phillips remain the sole shareholders in this corporation. Robert Phillips, Norwood Realtys former president and CEO, has also incorporated the Granite Commercial Group, Inc. (Granite), to continue the operations of Norwood Realtys former commercial real estate division. Granite employs each of Norwood Realtys former independent commercial real estate brokers, but Granites sole shareholder is Robert Phillips.
II. Procedural Background
After selling its assets, Norwood Realty gave all proceeds from the sale to the FDIC to satisfy its secured debt. Consequently, Norwood Realty had no funds remaining to pay the plaintiffs unsecured claim. The plaintiffs, therefore, sought to impose liability for the judgment on the defendant, arguing that it is the successor to Norwood Realtys residential real estate business.
The plaintiffs original complaint alleged five counts against the defendant and Granite; three based upon varying theories of successor liability and two grounded in debt. Prior to trial, the trial court bifurcated the two counts in debt and scheduled a three-day bench trial on the equitable claims of successor liability. The trial court ruled, over the defendants objection, that it would apply the rule of successor liability articulated in Kleen Laundry & Dry Cleaning v. Total Waste Mgt., 817 F. Supp. 225 (D.N.H. 1993) (Kleen Laundry I), and other federal cases.
After hearing three days of testimony, the trial court ruled that the defendant was not liable for the judgment on the promissory note under either the "mere continuation" or the "de facto merger" theory of successor liability, and Granite was not liable for the judgment under the "fraudulent transfer" theory of successor liability. Cf. Kleen Laundry I, 817 F. Supp. at 230-31. Because the trial court found that neither the defendant nor Granite could be held liable for the plaintiffs judgment as a matter of law, it dismissed the plaintiffs two counts for debt. This appeal followed.
III. Discussion
On appeal, the plaintiffs challenge only the trial courts rulings in favor of this defendant; the plaintiffs do not challenge the rulings in favor of Granite. The defendant, in turn, challenges the trial courts adoption of the articulation of successor liability in Kleen Laundry I, and invites us to rule that the "mere continuation" doctrine of successor liability does not apply to commercial contract cases in New Hampshire.
A. Standard of Review
We review the trial courts determination of the applicable law, and its application of that law to the facts of this case, for plain error. See Fleet Bank-N.H. v. Chain Constr. Corp., 138 N.H. 136, 139 (1993). We review the trial courts factual findings under the clearly erroneous standard to determine if they are supported by evidence presented at trial. See id. "Our inquiry is to determine whether the evidence presented to the trial court reasonably supports the courts findings, and then whether the courts decision is consonant with applicable law." Id.
B. The Applicable Law
We have never articulated a clear standard for successor liability in commercial contract cases. But cf. Appeal of SAU #16 Coop. Sch. Bd., 143 N.H. 97, 103 (1998) (applying federal test for successor employer liability for labor obligations under collective bargaining agreements); Simoneau v. South Bend Lathe, Inc., 130 N.H. 466, 469-70 (1988) (rejecting "product line" and "risk-spreading" theories of successor liability in products liability actions); Russell v. Philip D. Moran, Inc., 122 N.H. 708, 710-11 (1982) (denying motion to dismiss contractual indemnification and warranty claims because they may be viable under a theory of successor liability); Zimmerman v. Suissevale, Inc., 121 N.H. 1051, 1054-55 (1981) (affirming imposition of successor liability under stock purchase agreement).
The standard for successor liability, applied by the trial court and articulated in Kleen Laundry I, 817 F. Supp. at 230-31, begins with the general rule of commercial law that a corporation purchasing the assets of another corporation is not liable for the sellers debts. See id. at 230. This rule is consistent with our statute that allows, in the regular course of business, free alienability of corporate assets to maximize their productive use. See RSA 293-A:12.01 (1999). It also is consistent with our recognition that an ordinary contract will not bind an unconsenting successor to a contracting party. See Appeal of SAU #16, 143 N.H. at 103.
There are judicially recognized exceptions to this rule, however, intended to prevent corporations from evading their business obligations to creditors by selling their assets. See Ed Peters Jewelry Co. v. C & J Jewelry Co., 124 F.3d 252, 266 (1st Cir. 1997). The four most common exceptions are: (1) when the purchasing corporation expressly or impliedly agrees to assume the obligations of the selling corporation; (2) when the asset transfer amounts to a de facto merger of the two corporations; (3) when the purchasing corporation becomes a "mere continuation" of the selling corporation; and (4) when the transaction is fraudulent because its only purpose is to evade corporate liability. See, e.g., Kleen Laundry I, 817 F. Supp. at 230; Welco Industries, Inc. v. Applied Cos., 617 N.E.2d 1129, 1132 (Ohio 1993). Only the second and third exceptions are at issue in this case.
1. De Facto Merger Exception
The plaintiffs argue the trial court erred in finding that the asset sale agreement between the defendant and Norwood Realty did not constitute a de facto merger. Under the de facto merger exception, successor liability will be imposed "if the parties have achieved virtually all of the results of a merger" without following the statutory requirements for merger of the corporations. Kleen Laundry I, 817 F. Supp. at 230 (quotation omitted); cf. RSA 293-A:11.06 (1999) (Effect of Merger or Share Exchange). By statute, for two corporations to merge in New Hampshire:
(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.
(2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment.
(3) The surviving corporation has all liabilities of each corporation party to the merger.
(4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.
(5) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger.
(6) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under RSA 293-A:13.01 through 293-A:13.31.
RSA 293-A:11.06 (a).
In contrast, a de facto merger occurs when a company is completely absorbed into another through a sale of assets; continues its operations by maintaining the same management, personnel, assets, location and stockholders; but leaves its creditors without a remedy for its outstanding debt. See 300 Pine Island v. Steven L. Cohen, 547 So. 2d 255, 256 (Fla. Dist. Ct. App. 1989). The fact-finder may look to other factors indicative of commonality or distinctiveness with the corporations. Id. "The bottom-line question is whether each entity has run its own race, or whether there has been a relay-style passing of the baton from one to the other." Id. (quotation omitted).
In Kleen Laundry I, the court set forth four non-exclusive factors to be considered when determining if a purported sale of assets is a de facto merger. These factors are whether:
(1) There is a continuation of the enterprise of the seller corporation, so that there is continuity of management, personnel, physical location, assets, and general business operations.
(2) There is a continuity of shareholders which results from the purchasing corporation paying for the acquired assets with shares of its own stock, this stock ultimately coming to be held by the shareholders of the seller corporation so that they become a constituent part of the purchasing corporation.
(3) The seller corporation ceases its ordinary business operations, liquidates, and dissolves as soon as legally and practically possible.
(4) The purchasing corporation assumes those obligations of the seller ordinarily necessary for the uninterrupted continuation of normal business operations of the seller corporation.
Kleen Laundry I, 817 F. Supp. at 230-31. These factors are consistent with those applied by other state and federal courts. See, e.g., Welco Industries, 617 N.E.2d at 1134; Gallenberg Equipment, Inc. v. Agromac Intern., 10 F. Supp. 2d 1050, 1054 (E.D. Wis. 1998). The factor that usually "tips the scales in favor of finding a merger is continuity of ownership, usually taking the form of an exchange of stock for assets." Devine & Devine Food v. Wampler Foods, 313 F.3d 616, 619 (1st Cir. 2002) (applying Virginia law); see also Welco Industries, 617 N.E.2d at 1134.
The trial court found that the plaintiffs did not prove the existence of a de facto merger between the defendant and Norwood Realty. The trial court agreed with the plaintiffs that the defendant was engaging in the same residential real estate business in New Hampshire, from the same offices, with the same people and under the same name. It found, however, that this was the nature of the asset purchase agreement and not a continuation of the Norwood Realty "general business operations." Specifically, the trial court found: "Inherent in an asset transfer is the purchasers right to operate in the business to which the assets are suited, and to use the transferors trade name if the asset purchase agreement so provides. . . . Corporations purchase assets in order to use them; to do otherwise would constitute waste." We agree.
While there is evidence of some continuity of Norwood Realtys residential real estate operation through the defendants physical location, management, personnel and assets, there is no continuity of shareholders, nor any evidence of payment of the acquired assets with the defendants stock. Furthermore, Norwood Realty did not cease its ordinary business operations and liquidate. Rather, it formed two new corporations, one responsible for the Norwood Realty legal obligations and one continuing Norwood Realtys commercial real estate operations. Notably, the promissory note underlying this litigation was incurred to purchase Norwood Realtys commercial real estate division, see Slattery, 145 N.H. at 447-48, which continues operations as Granite Realty and is no longer a party to this suit. Finally, while there is evidence that the defendant assumed the business obligations required to continue the Norwood Realty residential real estate operation, it did not assume any obligations of the commercial real estate division and it expressly disclaimed Norwood Realtys known legal obligations incurred prior to the closing date of the Agreement.
We hold that the Kleen Laundry I factors for finding a de facto merger apply to commercial asset sales in New Hampshire. Applying this standard in this case, each of the trial courts findings is supported by the evidence. We note, also, that the trial courts application of the Kleen Laundry I legal standard accords with the standards applied in other jurisdictions dealing with commercial contracts for asset sales. Cf. Welco Industries, 617 N.E.2d at 1134.
In traditional corporate law, the key factors to finding a de facto merger are the exchange of stock and continuity of ownership, because the shareholders are the indirect beneficiaries of any increase in a corporations assets or any decrease in its liabilities. See National Gypsum Co. v. Continental Brands Corp., 895 F. Supp. 328, 333-34 (D. Mass. 1995); see also Numerica Savings Bank v. Mountain Lodge Inn, 134 N.H. 505, 512 (1991). The existence of these factors suggests an asset sale is not actually a bona fide business transaction, see Gallenberg Equipment, 10 F. Supp. 2d at 1054, because shareholders would be allowed to evade corporate obligations merely by "passing the relay baton" and continuing their race in the free market under another name. See 300 Pine Island, 547 So. 2d at 256.
Likewise, under our own commercial jurisprudence, we have never hesitated to disregard corporate fiction when it appears that the shareholders may have committed a fraud or that the circumstances will lead to an inequitable result. See, e.g., Terren v. Butler, 134 N.H. 635, 639-40 (1991). The key factor for piercing the corporate veil, however, is the conduct of the shareholders. See id. at 640-41. When, as here, there is no exchange of stock, no continuity of shareholders and more than one corporation remains in the free market race, we agree with those courts reluctant to impose successor liability by de facto merger upon a corporation. See, e.g., Gallenberg Equipment, 10 F. Supp. 2d. at 1056. In short, if the results of a statutory merger are not achieved, then "the de facto merger doctrine is not the prescription." Turner v. Bituminous Cas. Co., 244 N.W.2d 873, 892 (Mich. 1976) (Coleman, J. dissenting).
Under our merger statute, the results of a merger are that one corporation completely absorbs all of the assets, personnel, and stock of another corporation, and the absorbed corporation ceases to exist. See RSA 293-A:11.06 (a). Then, because the absorbing corporation has assumed all of the benefits of the absorbed corporation, it is required by statute to assume all liabilities as well. See id.
Norwood Realty and the defendant were strangers before this transaction. Essentially, they were competitors in the race for the New Hampshire residential real estate market, but Norwood Realtys race ended with its financial difficulties. Rather than passing the baton to the defendant to continue its entire existing business and assume its liabilities, Norwood Realty sold its residential real estate assets, paid its secured debts, changed its trade name and continued its race in the commercial real estate market. Indeed, Norwood Realty remains a viable corporation, which may choose to re-enter the residential real estate race when its shareholders non-competition agreements expire.
The defendant paid for Norwood Realtys residential real estate assets and assumed many of Norwood Realtys obligations, but it expressly disclaimed liability for the plaintiffs promissory note. The plaintiffs do not claim that the defendant gave Norwood Realty inadequate consideration for its assets. Nor do the plaintiffs claim that the defendant committed fraud. Accordingly, we do not find a de facto merger.
2. Mere Continuation Exception
The plaintiffs argue the trial court erred in finding that the defendant was not a "mere continuation" of Norwood Realty, or a "continuity of the [Norwood Realty] enterprise." Similar to the de facto merger exception, "[u]nder the traditional application of the mere continuation exception, the court should not find a corporation to be the continuation of a predecessor unless only one corporation remains after the transfer of assets and unless there is an identity of stock, stockholders and directors between the two corporations." Kleen Laundry I, 817 F. Supp. at 231 (quotation omitted).
This traditional theory envisions a corporate reorganization where one company sells its assets to another company under the same ownership. See Welco Industries, 617 N.E.2d at 1134. Successor liability is imposed upon the purchasing corporation because the purchaser is merely the seller reincarnated as a different entity. See id. While continuity of ownership is the key factor for imposing successor liability under this exception, some courts also look to the adequacy of the consideration given in the asset sale and to whether there is evidence of a purchase made in good faith. See id.; see also G.P. Publications v. Quebecor Printing, 481 S.E.2d 674, 680 (N.C. Ct. App. 1997).
The trial court did not apply the traditional commercial application of this legal doctrine. Rather, it applied an expansion of this exception known as the "continuity of the enterprise" or "substantial continuity" theory of successor liability. See Kleen Laundry I, 817 F. Supp. at 231; Kleen Laundry & Dry Clng. v. Total Waste Management, 867 F. Supp. 1136, 1140 (D.N.H. 1994) ("Kleen Laundry II"). This theory does not require proof of continuity of ownership to impose liability. See Kleen Laundry I, 817 F. Supp. at 232. Rather, it requires the fact-finder to examine eight factors to determine whether a successor corporation is a "continuity of the enterprise" of its predecessor. See id. at 231.
These factors include: (1) retention of the same employees; (2) retention of the same supervisors; (3) retention of the same production facilities; (4) production of the same product; (5) use of the same name; (6) continuity of assets; (7) continuity of business operations; and (8) representation as the same corporation to others. Id. We note that these are the same factors we apply when looking for "substantial continuity" to impose successor liability on an employer for a previously negotiated collective bargaining agreement. Cf. Appeal of SAU #16, 143 N.H. at 103. We find that this expanded exception to the laws of successor liability is not applicable when dealing with a traditional commercial contract for the sale of corporate assets.
The traditional "mere continuity" exception in successor liability law developed through cases involving contracts, tax liabilities, and shareholder rights. See Welco Industries, 617 N.E.2d at 1132. In recent years, many courts have criticized the formality of this exception because it causes inequitable results when it is rigidly applied to cases brought under federal remedial statutes such as the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. §§ 9601 et seq., see, e.g., Kleen Laundry I, 817 F. Supp. at 233, or under state products liability laws, see, e.g., Turner, 244 N.W.2d at 881-82. Many of these courts have observed that plaintiffs seeking to file a products liability or environmental cleanup suit often were faced with no available remedy for the "wrongs of long-dead corporate entities." National Gypsum, 895 F. Supp. at 338 (listing cases).
Therefore, to achieve the remedial public policies underlying environmental cleanup, labor relations and tort law, some courts have expanded the "mere continuity exception" and developed two broader theories where successor liability may be imposed. See G.P. Publications, 481 S.E.2d at 682. These exceptions are the "product-line" theory of successor liability, which we, along with most jurisdictions, have expressly rejected, see Simoneau, 130 N.H. at 470, and the "continuity of enterprise" or "substantial continuity" theory, see Kleen Laundry I, 817 F. Supp. at 231, which was applied by the trial court in this case.
While the federal court consistently has applied the "substantial continuity" theory in products liability cases, see, e.g., Kelly v. Kercher Mach. Works, Inc., 910 F. Supp. 30, 31 (D.N.H. 1995), and in CERCLA cases, see, e.g., Kleen Laundry II, 867 F. Supp. at 1140, neither we nor the majority of state courts have adopted the doctrine for either tort or contract cases. But cf. Appeal of SAU #16, 143 N.H. at 103 (applying theory for labor management of collective bargaining agreement). We see no need to do so now because this expansive theory of successor liability, however valid in federal courts, is grounded upon public policies that are not applicable to traditional commercial and contract law, which are governed by predictability of results and the intentions of the parties. See G.P. Publications, 481 S.E.2d at 681-82; Welco Industries, 617 N.E.2d at 1133.
Likewise, in products liability cases, we consistently have rejected the doctrine of "risk-spreading" upon which the "substantial continuity" theory is based. See Simoneau, 130 N.H. at 470. Many state courts and products liability treatises cite to our federal cases such as Kleen Laundry I & II, and Cyr v. B. Offen & Co., Inc., 501 F.2d 1145 (1st Cir. 1974), for the proposition that New Hampshire is one of three States that have adopted the "substantial continuity" exception to successor liability based upon the policy of risk-spreading. See, e.g., Savage Arms, Inc. v. Western Auto Supply, 18 P.3d 49, 56 (Alaska 2000) (citing Restatement (Third) of Torts: Products Liability § 12 Reporters Note at 217-18). Thus, we take this opportunity to reiterate our Simoneau ruling that "to the extent Cyr does suggest that we embrace risk spreading, it is no longer a valid interpretation of New Hampshire law." Simoneau, 130 N.H. at 470. We join the majority of jurisdictions which adhere to the traditional "mere continuation" exception to the prohibition against successor liability.
While we find that the "continuity of enterprise" exception should not have been applied in this case, the trial courts factual findings dictate the same result under the applicable "mere continuation" theory.
The trial court found, and the evidence shows, that three distinct entities existed after the defendants purchase of Norwood Realtys residential real estate assets: (1) Robert Spencer Real Estate Associates, wholly owned by Robert and Rose Marie Phillips; (2) Granite Commercial Group, wholly owned by Robert Phillips; and (3) the defendant, EMRE, wholly owned by Jean Carlson. These three separate entities with different owners preclude successor liability from being imposed under the "mere continuation" exception as a matter of law. See Welco Industries, 617 N.E.2d at 1134-35. We hold, therefore, that the trial courts factual finding that the defendant had no successor liability for the plaintiffs judgment is correct as a matter of law.
C. Remaining Issues
The plaintiffs challenge two of the trial courts factual findings, which they argue change the outcome of this appeal. First, the plaintiffs challenge an inconsistency between the trial courts narrative opinion and its rulings on the plaintiffs individual requests for factual findings. We find that any inconsistency between these factual findings, if one even exists, does not affect the outcome of this case because it does not affect the legal analysis under either exception to the prohibition against successor liability.
Next, the plaintiffs argue that the trial court erred when it ruled that the defendants non-competition agreements with Norwood Realtys shareholders did not amount to a transfer of equity in the defendants corporation. Effectively, the plaintiff is arguing that Norwood Realtys shareholders became de facto owners of the defendant through a de facto merger of the two corporations. This argument is based upon the $400,000 payments each of Norwood Realtys shareholders received under their non-competition agreements. The plaintiffs argue that these payments, along with the management positions the shareholders received with the defendant, amount to de facto ownership of the defendant.
The plaintiffs argument is flawed in two ways. First, it ignores the de facto merger requirement that Norwood Realty dissolve and only one corporation remain. See Welco Industries, 617 N.E.2d at 1134. Second, it attempts to equate corporate ownership with operational control. See Gallenberg Equipment, 10 F. Supp. 2d at 1056-57.
Monetary payments do not amount to ownership equity in a corporation. Likewise, unless there is evidence that Norwood Realtys shareholders used their management positions with the defendant in some fraudulent or inappropriate way to cause the harm being complained of, there is no basis for imposing successor liability based upon de facto ownership through management control. See id. at 1057. Again, we emphasize that the plaintiffs never claimed the defendant gave Norwood Realty inadequate consideration for its assets, or otherwise engaged in fraudulent conduct. Also, we note that any management control given to Norwood Realtys former owners remained subject to the approval of the defendants sole shareholder, Jean Carlson. See id.
IV. Conclusion
We hold that New Hampshire law recognizes the four traditional exceptions to the prohibition against imposing successor liability in commercial law. New Hampshire, however, does not recognize the expanded "continuity of the enterprise" test for successor liability in commercial, contract or products liability law. The trial courts legal rulings are consistent with the applicable law and its factual findings are supported by the evidence.
BROCK, C.J., and DALIANIS and DUGGAN, JJ., concurred.


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It is not only at Christmas time that we wish for Peace on Earth. Throughout the year and throughout our lives we are all wishing for peace.Whether it is in spite of war or just for peace in our lives, there have been many great Peace quotations.
Peace Quotes
Courage is the price that Life exacts for granting peace. Amelia Earheart.
Don't tell me peace has broken out........Berolt Brecht.
Nation shall speak peace unto nation. Motto of the BBC 1927
If we have no peace, it is because we have forgotten that we belong to each other. Mother Teresa
Peace hath her victories. No less renowned than war. John Milton
All we are saying is give peace a chance. John Lennon.
Peace will not come out of a clash of arms but out of justice lived and done by unarmed nations in the face of odds. Mahatma Gandhi.
There can be no peace of mind in love.Since the advantage one has secured is never anything other than a fresh starting-point for further desires. Marcel Proust.
To injure an opponent is to injure yourself.To control aggression without inflicting injury is the Art of Peace Morihei Ueshiba.
In peace sons bury fathers, but war violates the order of nature, and fathers bury sons.
All the Presidents Quotes 1
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- The Best Life Quotes- 20 Great Put Downs in Politics
- The Best Life Quotes-20 Famous Put Downs
People sleep peaceably in their beds at night only because rough men are ready to do violence on their behalf. George Orwell
We look forward to the time when the Power of Love will replace the Love of Power. Then will our world know the blessings of peace. William Gladstone.
My argument is that war makes rattling good history;but peace makes poor reading. Thomas Hardy
The general was essentially a man of peace ,except in his domestic life. Oscar Wilde.
Whenever I hear about a" peace keeping force" ,I start wondering- why do they want to use force, if they are so interested in peace? George Carlin.
I believe all suffering is caused by ignorance. People inflict pain on others in the selfish pursuit of their happiness or satisfaction. Yet true happiness comes from a sense of peace and contentment, which in turn must be achieved through the cultivation of altruism, of love and compassion, and elimination of ignorance, selfishness, and greed. Dalia Lama.
Peace is costly but is worth the expense. Kikuyu Proverb
Five enemies of peace inhabit us-avarice, ambition,envy,anger and pride;If these were to be banished, we would infallibly enjoy perpetual peace. Petrarch.
If the human race wishes to have a prolonged and indefinite period of material prosperity, they have only got to behave in a peaceful and helpful way toward one another. Winston Churchill
Peace on earth would be the end of civilisation as we know it. Joseph Heller.
If you have your own favourite Peace quotes, please let me know!


text: Likely that most of you know or have seen this kind of script. User come on site and to look video he must first share or click like, and when he do it video is unlocked and can play. Where I can get this script for wordpress for free of course if possible ? p.s. Also interested in script that embed like button on every picture of the site. Thanks a lot.


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Flavoured Lube
Flavoured lube is a great way to add some sweetness or spice to your sex play. Many people use flavoured lube to make oral sex a really pleasant and tasty experience but these lubes can also be used in solo sessions or partner sex. So why not cavort with chocolate, sweeten things up with strawberry or cheer the moment with cherry? There's many to choose from and it certainly won't be boring!


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Elinst Pty Ltd
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- (08) 9317 ####
14 Kingsall RdMap
Attadale WA 6156Click to view map
About Us
Elinst Pty Ltd in Attadale, WA, has experience in all areas of Food Science & Technology and can help you find the right Food Science & Technology solutions. pasture management, csiro, and antibiotics and many other Food Science & Technology products/services are available. Talk to us at (08) 9317 #### for professional advice on any aspect of Food Science & Technology.
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Australian Soil Testing
"Great service and very good soil report. Our EIS was accepted first time.
Oilcheck Pty Ltd
"Excellent oil testing laboratory for mining and heavy machinery. Oilcheck's service was fast and their delivery of oil testing result was quick and efficient. We tried several other places but Oilcheck knew exactly what we wanted. I'd be happy to recommend their oil testing laboratory and technicians for high end heavy machinery oil condition monitoring to other Australian mining or power companies."
DGOODNSW on 28th May 2008
JackDalton on 8th Feb 2008


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In response to the letter about child support enforcement, it never surprises me to hear stories like this. It is wonderful how the justice system always has a computer error, etc., as it always has an excuse.
My dad was one of those deadbeat dads. I don't know how many things I did without due to us not getting our child support. I can remember when all we had to eat was mayonnaise sandwiches and we wore shoes with holes in them.
The jail can say they are sorry, but sorry doesn't help buy groceries, clothes, nor pay bills.
Myrna G. Mills
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Point Words Level 78 answers!
Complete Point Words answers and solution for all levels.
Point Words is very interesting. A great game with tons of levels and attractive design for iPhone, iPad and Android devices.
In the form below select your game level and we will show you the answer. Good luck!
Word 1: MUFFIN, RAISIN
Word 2: NECTAR, BEVERAGE
Word 3: PORTION, CHOPPING
Word 4: LUNCHROOM, STANDING BUFFET
Word 5: SLICES, QUARTER
Word 6: VEGETARIANISM, VEGANISM
About the game
Point Words is a fascinating word puzzle. Disentangle a web of hidden words and solve mysteries in over 100 locations in this new word game. Every scene contains points in which words have been encoded. Solve one word, and you'll get hints for all the other ones! You can start with short, easy words and earn hints for the more challenging ones.


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Ben Rogers
Latest posts by Ben Rogers (see all)
- Episode 27: 2016 The Year in Review - December 31, 2016
- Episode 26 – Snapchat - July 14, 2016
- Episode 25 – All About Tesla Motors - April 19, 2016
Podcast: Play in new window | Download
Subscribe: iTunes | Android | RSS | More
In this episode Ben and Mark cover everything that happened at Google IO 2015. The new Android M features, the Android Wear improvements, the new apps, the huge list of upcoming tech, and much much more. Ben feels a need to purchase a Google Cardboard set, while Mark digs into how Google is gathering data from more sources than ever.
So go and take a photo of fries, upload it to Google Photos, download it on your watch… this episode is all all about Google.
Companion Blog – follow along with the audio and check out pictures and videos of everything we mention below:
That Lacoste Alligator:
The actual Lacoste Garden Centre that Ben went to:
Good Morning! We are OPEN today from 9:00-6:00:)
— LacosteGardenCentre (@LacosteGarden) May 18, 2015
Ben is a plant parent now and planted these nice succulents:
How to pronounce rooibos (I was close!):
The What You Gunna Do Guy in Android M:
The annoyance of the Android Lollipop Contextual Volume
Android Doze and how amazing it is for battery life
Android Wear timeline of watches produced:
Android Wear's new Wrist Gestures
Android M's new blocking mode and do not disturb modes
The new Android M dark theme and dynamic theme options:
TeslaUnread for Nova Launcher – lets you show iOS notification counts on icons:
Photos by Google. The coolest app for collecting and analyzing your photos:
Results of Ben searching for fries on Google Photos:
The best song. True Survivor by David Hasselhoff:
Kung Fury, the 30 minute explosion movie!
Google Now on Tap:
Sonny Rollins:
Google Cardboard (new edition):


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The winner:
"It's OK to let the (Blue) Devil win this one."
-- Diana Hanson of Charlotte
The runners-up:
"Who's Kounting?"
-- Anne Monroe, Charlotte
"Just this once, I'll allow the Devil his Blue."
-- Sergio Ciccone, Matthews
"Over in Chapel Hill, we were wondering if you might be retiring."
-- Kevin Carr, Belmont
Thanks for all your entries. Here's a few more lines that struck us:
"You're coaching Blue Devils, but soaring like Blue Angels."
"Special K!"
"Welcome to Cloud 9!"
"Who says good guys finish last."
"You have to give the devil his due."
"Now we know what the 'K' stands for."
"I'm OK, you're OK."
"No inflation needed."
"That's a big smilestone."
Feel free to join a discussion about the winner, add more captions of your own, or let us know your favorites by clicking the 'Comments' link below. Please join us again Monday, Feb. 2, for a new cartoon caption challenge. -- Kevin Siers


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Nobody runs to greet her
Nobody makes a sound-
Tommy goes lookin--
That bird TV looks like it has got an extra good programme on. Silly Daddy Peyton and Uncle MaxMaxx missing all the fun.
It's hard to stop watching Bird TV!!
Yep, Bird-tv is pretty important too!
Must be really fun show ! They got you all ! !!!
Have a wonderful weekend Guys !
You all are looking around at her huh?!
What, do humans actually expect to be greeted whenever they walk in the door? Don't they understand that they are lucky it ever happens at all...
LOL! You guys must really love that show!
That must have been some real good bird tv!
That looks like must see TV!!
LOL!!! Daddy Peyton and Uncle MaxMaxx have their priorities sorted!! LOL!!!
Awwww but look at the great Bird TV they're missing!!!! Yay for you Handsome Noir, Sweet Mommy and Brother Earl Gray! Three pairs of gorgeous eyes!! Take care
By the looks of you the bird TV was well worth watching today.. Hugs GJ xx


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Wreckage of A-17 aircraft that crashed and burned on sidewalk and yard of a house at 1007 Scott Road, Burbank California, while attempting to land at the nearby Lockheed company airfield, on September 21, 1938. Army soldiers in uniform, and Local residents stand around the wreckage. Killed in the crash were: Major General Oscar Westover, Chief of the Army Air Corps, and Crew Chief, Staff Sergeant Samuel Hymes. There were no other casualties, but damage from fire can be seen on two of the nearby houses. People pick through the wreckage. Closeup of the propeller and engine cowling dug into the earth. Large group of spectators standing clear of the wreckage as several officials comb through it. An elderly man and woman, sit in their yard with a small child.
A Lockheed Super Electra plane pushed out of a hangar in Burbank, California. Howard Hughes boards the aircraft and engine starts. Aircraft taxis along and takes off. Plane lands at an airfield in New York as a large crowd gathers to welcome him. Crowds cheer. Hughes in an interview expresses the desire to bring aviators from all over the globe together in New York.
Trees and gardens on the property of Luther Burbank, the famed horticulturalist in Santa Rosa California. In his experimental gardens are seen roses in bloom. Also a walnut tree, and a garden with a greenhouse connecting to the back of Burbank's home. A gardener with a watering can walks beside a raised garden bed. A Monkey Puzzle pine tree is seen with Luther Burbank inspecting it and walking beside it.
A newsreel titled 'Lunches in Chi. Hops to L.A. For his dinner.' Howard Hughes, famed industrialist and aviator, is seen dressed in a suit and tie, seated in a Chicago restaurant having lunch. He finishes and leaves. The next scene shows nose of a Northrop Gamma 2G airplane with engine running. A brief glimpse of Hughes,still in suit and tie, wearing leather flying helmet with goggles pushed up on his forehead. With Hughes piloting, the airplane taxis and takes off from Chicago. It is seen in a gentle left bank as it departs. Later, Hughes is seen landing at Union Air Terminal in Burbank, California. Hughes is seen in opened cockpit as he taxis in to the parking ramp. He taxis past a Stinson hangar, parks, and climbs down from the aircraft. He is accompanied by a number of men as he walks across the parking ramp. (Note: Howard Hughes is flying a modified Gamma 2G airplane, number NC13761,that he leased from famous woman aviator, Jacqueline Cochran, who ordered it powered by a liquid-cooled 700-hp Curtiss Conqueror engine,driving a two-blade propeller. Hughes modified it with a 1000-hp Wright SR-1820-G2 radial engine, driving a three-blade constant speed propeller, and used it to set a new transcontinental nonstop record, flying from Burbank, California to Newark, New Jersey in 9 hours 26 minutes 10 seconds with an average speed of 259 mph, on 13-14 January 1936. The flight shown here set a speed record of 8 hours and 10 minutes from Chicago, Illinois to Los Angeles, California.)
Luther Burbank's experimental farm and conservatory in Santa Rosa, California. American horticulturist Luther Burbank puts on his hat as he poses. Exteriors of his house. Children play in a street. View of the gardens.
Exterior view of terminal and tower of airport called Union Air Terminal in Burbank, California. View of Northrop Gamma 2G (NR13761) aircraft, piloted by aviator Howard Hughes, as it lands in Burbank, having set a speed record for flight from Chicago to Los Angeles. View of the Northrop Gamma 2G aircraft as it taxis and stops near airport terminal buildings. Howard Hughes is greeted by crew and supporters. He removes flight goggles, stands, and exits the aircraft. Hughes in his Northrop Gamma 2G had flown from Chicago to Los Angeles in 8 hours and 10 minutes, traveling at 215 miles per hour.


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What is gut Motility?
Motility refers to spontaneous movement of material inside hollow organs.
Movement of material within the Human body is crucial to survival and this motility is achieved by contraction and relaxation of muscle fibres within hollow tubes and organs such as the Heart, Kidneys, Liver, Gall Bladder, Spleen, Pancreas, Bladder, the Ureters and the network of blood vessels that make up the circulatory system.
Gut motility describes the stretching and contraction of the muscles in the GI tract to enable food particles to be mixed, ground and propelled along the digestive tract while at the same time allowing the processing and absorption of the nutrients delivered by the digestive process.
This is achieved by controlling the speed at which the contents are propelled forward.
The movement of food through the muscular tube called the Gut is regulated by the co-operative actions of the central nervous system with a network of nerve cells within the muscles that make up the gastrointestinal tube.
This network of cells is called the Enteric Nervous System. This collection of nerves is capable of sensing the presence of food by detecting stretching or distention in the gut wall via receptors located in the lining of the gastrointestinal tract. These receptors can sense mechanical distention (mechanoreceptors), Chemicals and Hormones (Chemoreceptor)
Dysfunction of gut motility due to dietary factors (which can be manipulated) and damage to the nervous input into the muscles is the cause of some GI tract conditions and it is essential to understand how this motility is controlled by the body.
The process of peristalsis is accomplished by a coordinated contraction and relaxation of the muscles that make up the tube of the gastrointestinal tract.
When muscle fibres surrounding the gut relax in front of a bolus of food and contract behind it, a propelling action is generated. This action propels food forward through the gut.
How to heal and prevent Bowel disorders
Diet is not about what you should NOT eat, it's about what you should include in the diet that matters.
As long as your diet includes the correct balance of plant foods containing soluble fibre, insoluble fibre and resistant starch your colon will produce the perfectly formed stool. The important next step is to evacuate this stool without straining so that the body does not suffer from the pressures created each time the bowel is emptied.
In order to heal and prevent bowel disorders you need to make lifestyle changes that last the rest of your life time.
1. Include more fluids and plant food containing soluble fibre, insoluble fibre and resistant starch in the diet so that the perfectly formed stool will be made in the colon and beneficial bacteria will flourish and eliminate disease causing bacteria and fungi.
2. Evacuate the perfectly formed stool by adopting the squat posture to eliminate the need to strain during bowel movements.
It is not possible or safe to squat on the modern raised toilet seat installed in all western homes and it is impossible to squat for any length of time if you have not done this from childhood onwards. This makes the use of any raised platforms impossible to adapt to.
The SquattLooStool is designed to allow you to adopt the squat posture while seated comfortably on your raised toilet seat. The single best and easiest lifestyle change you will ever make, leading to a healthier body.


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LAFAYETTE JOURNAL & COURIER / SEARCH: 409 E Second St Mount Vernon, IN 47620
- 2 beds
- 1 baths
- $15,000 price
- 201818112 mls id
- Square Feet: 1,564 sqft
- Year Built: 1920
- Status: Active
This charming home featuring 2, possible 3 bedrooms, could be a great investment opportunity. West and North side of home have been re-sided. Seller has siding for other two sides and will leave for new owner. Some windows have been replaced. Front porch needs work! Potential to finish upstairs adding more living space. Property is being sold "As Is".
- Site Link
- Property Subtype Single Family Detached
Courtesy of: ERA First Advantage Realty, Inc.
Office Phone: 8124734663
Listing Agent: Rick Mileham
Updated: 22nd October, 2018 1:40 AM.
409 E Second St Mount Vernon, IN
Real Estate | Lafayette Journal and Courier Powered by Placester


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And the winner is . . . Samsung Vibrant!
One upon a time there was a family who had to get new phones.
- Dad had a phone from work, a very cool iPhone, but he was done with that job;
- Mom's phone used its display only when it felt like it, generally every third Thursday from noon to 2:00 in months with an "r";
- Eldest had a phone, but the battery was no longer keeping a charge, and well, Dad, felt it was time for Eldest to graduate from a keypad only phone;
- with no landline the family needed one more phone for emergencies and an actual home phone number;
- most importantly, all contracts were up.
So after wandering the interwebs for a bit, off the family went to look at phones and plans. As they travelled, they asked their friends about non-iPhone alternatives. Their friends on TWITTER and FACEBOOK were most helpful.
In between food court stops and frozen yogurt splurges, they visited kiosks and stores trying to get a sense of the phones, the services and the costs. What they needed were the following:
- Two smart (android) phones, one multimedia phone and one basic phone;
- Unlimited web, talk, text family plan, parental controls, tethering;
- Low cost and decent usability;
- Educational discount and more than decent customer service a must.
Little did the family know how daunting this process would be. But . . . as Dad's good friend LandonW, said, Champagne problems, yes. But problems nonetheless. After all, making these kinds of choices were not just about the phones. They would soon be committing two years and nearly $6,000 to a company of their choosing. The style of phones that were chosen would dictate in many ways, the practical ways they would live and organize their life. And really, DAD is a Social Media FREAK, so any alternative to his iPhone would really have to kick booty.
So after much deliberation, they made their choice.
In order of finish . . .
In last place, METRO PCS – Mom and Dad walked into the store and there was not even an acknowledgment that they were there. Phone selection was not helpful and there really is no family plan to speak of so Metro PCS was never really in the running.
In 4th place, SPRINT PCS – This would have been the easiest for them as they have been SPRINT PCS customers for a very long time. But alas, Dad was NOT impressed with the Evo4. Seemed messy and, as he discovered, he does not like actual buttons. Mom was "meh" about most of them, but did decide she did NOT want a touch screen, nails and all. Eldest found some cool phones that she liked, but alas, she does not have a job or a credit rating 😉 What affirmed the decision to NOT go with them took place as Mom canceled their account on the phone. Putting someone on hold then guilt tripping them AFTER she has asked you to cancel the account, only gets you bad press on some random customers blog and guarantee that in no way will they return to you. Just saying.
Tied at 3rd, VERIZON – First, Dad was very scared by the Droid X online ad. All that techno black and red bursting onto the scene made him feel like we was staring straight into some heavy metal band meets The Matrix website. No simple Apple feel there for sure. But . . . people raved about the X and since it was being released in a few days, Mom and Dad went and played with a floor model. Wowza, was it cool. A little big, but clean lines and very user-friendly. Verizon was now in the hunt.
. . . and also in 3rd, ATT – For those that know Dad, NOT getting an iPhone 4 is probably a big shock to you. They tried, they really did. ATT was the front runner for much of the time despite the fact that ATT was not getting much love from folks and the low approval rating of the iPhone 4 itself. After all, if Dad left the iPhone world he would not only lose "cool" points with some, but he might go through Words with Friends and Carcassonne withdrawals.* At the end of the day, though, ATT simply lost out because of cost and customer service. Both via online chats and the in-person customer service, it never felt like they really WANTED the business. What put Mom and Dad over the edge was, in trying to find out if Mom received a discount because she works for an educational institution, no one could tell her if it was true or not. They had to sign up first, THEN they could apply for the discount. Huh? Even for a family that was willing to overlook a lot, exiting each conversation with ATT had their inside voices saying over and over again, "Even an iPhone is not cool enough to put up with this crap."
And the winner by a ways, T-Mobile – Pictured above are the four new T-Mobile phones that are now living happily with their new owners: a sleek Samsung Vibrant for Dad, a stunning Red myTouch Slide for Mom, an "I love my parents" inspiring Gravity T for Eldest; and Middle and Youngest will now hone their texting chops on a Gravity 3. After playing with both the Droid X and the iPhone 4, as soon as Dad held a Vibrant in his hands, he was smitten. The feel and NO BUTTONS front was way cool so combined with the cost and customer service, there was really no question. The search was over. You see, not only did the Vibrant and myTouch fit what the parental units wanted, the monthly costs was about $25 less than the nearest competitor, they waved all activation fees AND we received the myTouch FREE. All told, they saved about $1000 over the life of the contract. – Enough for a puppy, but that's a different tale. – But what REALLY did it for them was the service that Alejandra at the Tanforan Store provided. She not only knew about the phones, was very clear about the services and costs; and when we called back later the next day, she remembered Mom and Dad by name. Impressive. Also, as they checked out there were no, "Oh I forgot about this . . ." moments, she filled out the rebate slips and even made it possible to reserve Dad's Vibrant that was not being released until the next day.
So . . . change is in the air for the family. It's a good time to go through this every once in a while: purge, reset and relearn. Change is hard, but they will endure 😉 Dad is diving in and trying to integrate Android into his pace of life,** Mom is getting used to being able to actually see the display, Eldest is still giddy about web access and a real keyboard; and Middle and Youngest are trying to remember that this is not REALLY "their" phone . . . but it kinda is.
All in all, they feel good about the purchase. They are just phones after all.
* Never fear, What made leaving the iPhone a little easier for DAd is that he is getting an iPad in the near future, so he will soon return to the land of Words with Friends and Carcassonne in due time.
** If you have any good Android App suggestions, feel free to leave them here and/or drop a reply on Twitter.


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Pop ups are one of the few things left over from the early days of the Internet and still just as annoying as always. Whether a pop up or a pop under - which opens underneath your Internet browser - these flashy and often noisy windows are generally frivolous advertisements. Luckily, with the maturing of the Internet, pop ups have become relatively easy and cost-free to block.
Blocking Pop Ups For Free
Update your browser. Often, browser updates include valuable pop up-protection updates.
Try using Mozilla Firefox Internet browser if you aren't already and problems persist with your current browser. Firefox is known for its effective pop up protection.
Use caution when installing toolbars on your browser. Many toolbars actually contain spyware and will worsen your pop up problem. The primary toolbars you should have, the trusted ones, include Google, Yahoo and Windows Live. Wikipedia, Amazon and Ebay should also be trustworthy.
Video of the Day
Remember all this is free and takes very little time and effort.
Update your anti-virus software. If you don't yet have anti-virus software, Avast is a good option: it's free, easy to use, and automatically updates.
Many pop up problems stem from unwanted spyware or adware on your computer. Anti-virus software is imperative in disposing of these types of unwanted programs.


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Service Directory List
Garbage Collection
- Departments:City Clerk, Public Works
- Divisions:All Services
Waste Management of Iowa is the official garbage and yard waste hauler for the residents of Clive. Any questions or comments you have regarding your solid waste service should be addressed directly to Waste Management at (515) 265-5267. Billing for garbage service will appear on your monthly utility bill along with charges for water and sewer. Click here for more information.Return to full list >>