...SolvGen Inc. entered into a five-year research and development agreement with Careway Pharma Inc. In connection with executing the research and development arrangement, SolvGen and Careway also entered into a five-year license and distribution agreement. Under the terms of the research and development agreement, SolvGen retains all intellectual rights to the results and is entitled to the following five nonrefundable milestone payments from Careway: 1. Exclusive negotiation payment — $1 million (paid December 1, 2005). 2. Contract signing payment — $2 million (paid January 1, 2006). 3. Commercial launch of instrument system Version 1 — $5 million (paid March 31, 2006, upon commercial launch of the instrument system). 4. Commercial launch of instrument system Version 2 — $5 million (not yet paid). 5. Commercial launch of instrument system Version 3 — $5 million (not yet paid). Under the license and distribution agreement, Careway will have the right to market and distribute the proprietary instrument systems. Careway is required to pay SolvGen for each proprietary instrument system as it is purchased by Careway. SolvGen recognizes the nonrefundable milestone payments when the payments are received over the remaining estimated contractual life of the agreements. Based on an evaluation of the circumstances, there are two deliverables in this arrangement that should be considered for separation: a. A license and distribution deliverable b. A research...
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...Question 1 Negligence refers to careless behavior which means somebody is not taking enough care in a situation where care is expected. People must be careful if actions affect others. If Alphonso wanted to sue the doctors for negligence, he should prove the four elements of negligence. For the Elements of negligence, it includes the duty of care, standard of care, causation and remoteness of damage.To duty of care, the defendant owed the plaintiff a duty of care about the reality of the lap band surgery. And the defendant had a responsibility to take care not to cause any loss to plaintiff. As in the Lord Atkin in Donoghue v Stevenson[1], one person should avoid acts or omissions that would be likely to injure his/her neighbor. Thus, it was reasonably foreseeable that the doctors had made the failure to warn the danger and led to Alphonso’s injury. Dr Corinthian is a specialist with expertise about the risk of surgery and he does know that Alphonso would rely on the information what is given by him, as in the case L Shaddock and Associates Pty Ltd v Parramatta City Council[2]. Moreover, Dr Blataslav owes a duty of care with regards to his knowledge about lap band surgery and he should know that Alphonso will rely on his knowledge. For the standard of care, the defendant failed to act with a sufficient care and did not give the standard of care required in the circumstances. Dr Corinthian should tell the truth about the 33% chance of complications and a 10% chance of...
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...academic research in accounting that seeks to explain and predict actual accounting practices. This contrasts with normative accounting, that seeks to derive and prescribe "optimal" accounting standards. The branch of academic research in accounting that seeks to explain and predict actual accounting practices. Positive accounting can be associated with the contractual view of the firm.[1][2] The firm is viewed as “a nexus of contracts” and accounting one tool to facilitate the formation and performance of contracts. Under this view, accounting practices evolve to mitigate contracting costs by establishing ex ante agreement among varying parties. For example, positive accounting postulates that conservatism in accounting –in this sense defined conditionally as requiring lower (higher) standards of verifiability to recognize losses (gains)– has origins in contract markets, including managerial compensation contracts and lender debt contracts. As an example, absent conservatism, managerial compensation agreements may reward managers based on current reports that later evidence indicate were unwarranted. The contractual view of positive accounting puts it in tension with value relevance studies in accounting: the latter contend that accounting’s primary role is to value the firm, and thus practices like conservatism are sub-optimal.[3] The value relevance school emphasizes the usefulness of accounting information to equity investors in contrast to its usefulness in contracting...
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...Strategic Management Journal Strat. Mgmt. J., 23: 707–725 (2002) Published online 1 May 2002 in Wiley InterScience (www.interscience.wiley.com). DOI: 10.1002/smj.249 DO FORMAL CONTRACTS AND RELATIONAL GOVERNANCE FUNCTION AS SUBSTITUTES OR COMPLEMENTS? LAURA POPPO1 * and TODD ZENGER2 1 2 Pamplin College of Business, Virginia Tech, Blacksburg, Virginia, U.S.A. John M. Olin School of Business, Washington University, St Louis, Missouri, U.S.A. Relational exchange arrangements supported by trust are commonly viewed as substitutes for complex contracts in interorganizational exchanges. Many argue that formal contracts actually undermine trust and thereby encourage the opportunistic behavior they are designed to discourage. In this paper, we develop and test an alternative perspective: that formal contracts and relational governance function as complements. Using data from a sample of information service exchanges, we find empirical support for this proposition of complementarity. Managers appear to couple their increasingly customized contracts with high levels of relational governance (and vice versa). Moreover, this interdependence underlies their ability to generate improvements in exchange performance. Our results concerning the determinants of these governance choices show their distinct origins, which further augments their complementarity in practice. Copyright 2002 John Wiley & Sons, Ltd. Transaction cost economics (TCE) has emerged as a common framework for understanding...
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...of contracts (2010). Pat entered into an agreement with NewCorp for employment; acting on the premise that NewCorp would uphold all terms of the employment agreement, made major personal and financial changes to be available for employment at the assigned duty location. Although Pat signed a document acknowledging his understanding that NewCorp had the freedom to discharge at will—Pats supervisor told Pat he was being discharged because “things weren’t working out”. NewCorp did not follow company procedure to notify Pat of unsatisfactory performance and neglected to offer a Corrective Action Plan. NewCorp, having a signed copy of the discharge at will document, could argue that the company was not required to offer Pat notification or the opportunity to follow the Corrective Action Plan process. An important factor in this instance is the implication that Pat is being released based on unsatisfactory performance. NewCorp is terminating the employment contract without complying with all clauses of the employment contract and as a result Pat is taking a financial loss. Additionally, an employer under the Plant Closing Act Is exempt from notification of lay off for reasons unforeseeable at the time of notification—this does not appear to be the case in Pats situation (Cheeseman, 2010). In NewCorp’ s defense, the company could consider the employment agreement to be a voidable contract with NewCorp having the option to avoid their contractual obligations, which although Pat suffered...
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...has thought of certain strategies which will protect cash flows along with operating income. So the process of downsizing the risk of price increase for the crops and in order to do a sustainable business, the company should go adopting hedging tools. Hedging is a strategy, where in the corporations protects their cash flows and the business for the near futures and ensures that the profitability for the corporation is not at a risk. So the management of the company should ensure that there is adequate amount of hedging strategies followed to protect the cash flows. In connection with Thomas Foods, let us discuss that, the following hedging strategies which will support the business. (i) Future Contract: A future contract is a contractual agreement between two parties...
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...an official increase in prices to $120 per plank. At this point LI requested a meeting with JLL to discuss this price increase and its effect on LI activities at its construction sites in Paramin and Biche respectively. After that meeting, JLL submitted a revised contract with the new pricing arrangement. LI accepted deliveries of the lumber planks from JLL, which reflected the new pricing arrangement of $120 but paid the initial contract sum of $100 per plank and as such, LI was in arrears to JLL. LI is adamant that they have a binding arrangement with JLL for two years ending 25th May 2016 to purchase lumber planks at $100 and JLL subsequent contractual arrangement in April 2015 failed for want of consideration. The Lawyers for LI has indicated that JLL is already obligated to sell at $100 per plank before the new contractual arrangement in April 2015 to sell at $120. Lightwood Industries (LI) is owned by Mr Lightwood, who is a friend of the family. He is aware that you are currently pursuing Business Law at UWI Open Campus and sought you advice on the issue. Please advise Mr...
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...5 | lump sum payment | 5 & 6 | Fixed date for completion | 6 | Stipulating a liquated damages amount | 6 | The prevention doctrine | 6 | Entitlements to an extension of time | 6 | | | References | 7 | Question 1 An abundance of documents may or may not form part of the building contract. How can a builder protect itself from any argument of what documents constitute the contract? If it’s not made clear during the contract formation stage which documents will form the building contract, disputes regarding what documents constitute the contract are likely to occur. To avoid this, the following precautions should be adopted by the builder. Before evaluating the documentation, the formation of the agreement must be assessed to ensure all essential elements are included, to make the contract legally binding. These elements consist of an intention to create a legal obligation, an offer and acceptance, consideration and the legally capacity of the parties to enter into the contract. Contract Documents Having a detailed understanding of what documents generally constitute a building contract and the role which they each perform is the first step in protecting oneself against a dispute. PC-1 1998 Clause 1.1 describes the documents which constitute the contract. Particular...
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...Summary Centurion Media’s cable division is about to sign a contractual agreement with Northpark Media. Centurion owns 25% of Northpark’s outstanding common stock shares. This agreement would give Northpark rights to all Centurions’ advertising inventory at severely discounted prices. This contract was signed by Centurion’s new president of cable, Joseph Fowler. Fowler was previously CEO of Northpark Media. He is still one of the board of directors at Northpark and rumor has it he has a large amount of Northpark stock. Richard Bennett has been Vice President for the SE Region of Centurion Cable for the last ten years. He has had a lot of success building relationships with customers, while also increasing the profits and sales substantially year after year within the region. He owes much of his success to the team that he has around him, most of which have been by his side since he became Vice President of the region. Vicki Porter, Sales Director of the SE Region, has been of great help to Richard and is said to be in line for Richard’s VP spot when he retires. Bennett, along with many other members of the cable division feel that the contractual agreement with Northpark will severely handicap the company, deteriorate relationships with current customers, and result in substantial financial losses for Centurion. Rumor has it that eventually Fowler plans to dismantle the regional hierarchy approach to the sales regions and have all regions report to Fowler’s brother, who...
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...In the case of CCA Holdings Ltd v Palm Resort Bhd , plaintiffs were hired by the defendant’s club as managers of the club under a technical assistance and managerial agreement. Later on, the defendant terminated the agreement on the ground that the club had not generated profits as required in the agreement. The plaintiffs alleged that the termination has caused them to suffer loss of reputation and goodwill which will affect their career as the managers of prestigious clubs internationally. The plaintiff applied for an interim injunction to restrain defendant’s club from removing them as managers of the club and a also a mandatory injunction to restore their positions as...
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...Question 1 10 out of 10 points | | | |[pic] |A merchant buyer who rejects nonconforming goods, but remains in possession of those goods, might be obligated to: | | | | | |Answer | | | | | |Selected Answer: | | | | | |[pic] c. | | | | | |a and b. | | | | | | | | | | | |Correct Answer: | | | | | |[pic] c. | | | | | |a and b. | | | | | | ...
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...Pre-contractual negotiations Introduction Before parties contract with each other they usually start with negotiating the terms under which they wish to be bound. Such is especially the case with regard to major deals. While parties are negotiating they are in the pre-contractual stage, hence it is referred to as the pre-contractual negotiations. When doing cross boarder business, it is relevant to know what laws (being national or international) regulate the pre-contractual negotiations as legal systems differ. In negotiating with a foreign party, it is important to research the foreign country’s negotiating norms. There are numerous sources of international contract law, but the applicable law will usually be the law of the country of one of the parties or a neutral country’s law. Courts and especially arbitration tribunals often...
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...Contract Risk and Opportunities LAW/531 Jonathan Jamieson April 19, 2010 CERTIFICATE OF ORIGINALITY: I certify that the attached paper is my original work. I affirm that I have not submitted any portion of this paper to any previous course, and neither has anyone else. I confirm that I have cited all sources from which I used language, ideas, and information, whether quoted verbatim or paraphrased. Any assistance I received while producing this paper has been acknowledged in the References section. I have obtained written permission from the copyright holder for any trademarked material, logos, images from the Internet, or other sources. I further agree that my name typed on the line below is intended to have, and shall have, the same validity as my handwritten signature. Student's signature (name typed here is equivalent to a signature): Allison L. Sutton . Contract Risk and Opportunities A contract has been created between Span Systems, a custom e-banking software developer, and Citizen-Schwartz (C-S), a German bank attempting to enter the fiercely competitive U.S. banking market. The legal risks presented during the contract performance causes both companies to disagree on principle points leading to renegotiation efforts by Span Systems to salvage the contract (University of Phoenix, 2010). Differences in contract term interpretation and disputes over contract management can lead to a decrease in production, severance of business...
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...Answer for Q (F) Based on the story we have , sabri who is the owner of the car ( Noble M12) asked the machinery ( kuzzy) to repair his car and he accepted the agreement . when sabri sent his car to kuzzy he asked him to repair only the driveshaft of the car ; and we may say that was the contract. Contract is a statement which creates contractual obligations between parties.The category of terms includes express, implied, condition, warranty and innominate terms. And it may be orally or in writing. Sabri have say he wanted the driveshaft repiaer and kuzzy accepted that’s mean the contract was formed. And kuzzy must follow what he promised to sabri and move on the contract. However, next week when sabri arrived to kuzzy garage, he was surprised of the bill he found from kuzzy of repairing the driveshaft and substituted the gear box . based on the case we have, sabri don’t need to pay all the bill because he didn’t ask kuzzy to repair the gear box. According to the hire-purchase agreement, the hire-purchase act seeks to protect the hirer by ensuring that the terms of the hire-purchase agreement are made clear to him before or at the time when he enters into the transaction. Where the hire-purchase agreement stipulates that the hirer is bound to keep the goods under hire in a specified place, cannot remove the goods anywhere else without the consent of the owner. In this case the owner of the car sabri can sue kuzzy to do some thing he didn’t ask him to do. Even that he called...
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...Business (SB)………………………………………………………... 10 5. Historically Underutilized Business Zone (HUBZone) ………….……….…10 6. Small Disadvantaged Business (SDB)…………………………….……........10 7. Small Disadvantaged Business 8(a) Certified [8(a)] Communicate the Vision (Step #4)………………………………………..……….10 7. What additional steps have been taken to encourage Federal agencies' use of WOSB, SDVSOB & VSOB?...................... remove the obstacles (Step #5)…......................................................11 8. Road blocks to fulfilling the allotted contractual goals, are they real or perceived?...remove the barriers……………13, Create Short-term Win (Step...
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