Joint Ventures Law in Australia (3rd ed.)

Following on from the 2nd edition published in 2005, this new edition updates its predecessor and adds considerable new material as a result of changes in the law generally and commercial approaches to financing joint ventures in particular. Of special note, Financing of Joint Ventures has been completely re-written with considerable additions to take account of the new legislative regimes such as the Personal Property Securities. The impact of climate change legislation has been covered, specifically carbon pricing with additional material on structuring generally and particularly in relation to large joint ventures with governments through Public Private Partnerships. A new Chapter has been added called Resources Joint Ventures and undertakes a thorough analysis of a typical resources joint venture and is heavily cross referenced into the chapter on Default which has also been updated. In addition, International Joint Ventures now includes additional material on structuring and dispute resolution and Joint Ventures and the Competition and Consumer Act has been substantially re-written to take account of 2009 legislative amendments on cartel conduct, and the impact of changes wrought by the Competition and Consumer Act 2010. All other chapters and material has been updated to accommodate other legislative changes and new case law over the seven years since the last edition.

Common law obligations of good faith in non-fiduciary joint ventures

This chapter is devoted to the issue of non-fiduciary common law obligations of good faith, as they may arise in the performance and enforcement of joint ventures. In recent times a rush of commercial contractual claims involving good faith has signified the need for a separate chapter examining this issue. Although most of these decisions have arisen in commercial contexts other than joint ventures, the decisions, nevertheless, warrant careful consideration to the extent that they cast light on the likely contours of the common law good faith obligation as it may apply in the joint venture context.

Joint ventures and the Competition and Consumer Act

The purpose of this chapter is to analyse the way in which joint venture agreements can fall within the competition provisions of the Competition and Consumer Act 2010, and the circumstances in which authorisation may be available for joint venture collaborations.

Intellectual Property and Joint Ventures

Following upon the success of the 2nd edition published in 2005, this new edition not only updates its predecessor but also adds considerable new material in consequences of changes in the law generally and commercial approaches to financing joint ventures in particular. Of special note are the following: Financing of Joint Ventures has been completely re-written with considerable additions to take account of the new legislative regimes such as the Personal Property Securities, the impact of climate change legislation, specifically carbon pricing with additional material on structuring generally and particularly in relation to large joint ventures with governments through Public Private Partnerships. A new Chapter called Resources Joint Ventures undertakes a thorough analysis of a typical resources joint venture and is heavily cross referenced into the chapter on Default which has also been updated. International Joint Ventures now includes additional material on structuring and dispute resolution. Joint Ventures and the Competition and Consumer Act has been substantially re-written to take account of 2009 legislative amendments on cartel conduct, and the impact of changes wrought by the Competition and Consumer Act 2010. All other chapters and material has been updated to accommodate other legislative changes and new case law over the seven years since the last edition.

Lifting the joint venture veil : liability of related entities for misleading conduct of agents engaged by joint venture partners

At common law, a corporation may be liable vicariously for the conduct of its appointed agents, employees or directors. This generally requires the agent or employee to be acting in the course of his or her agency or employment and, in the case of representations, to have actual or implied authority to make the representations. The circumstances in which a corporation may be liable for the conduct of its agents, employees or directors is broadened under the Australian Consumer Law (ACL) to where one of these parties engages in conduct “on behalf of” the corporation. As the decision in Bennett v Elysium Noosa Pty Ltd (in liq) demonstrates, this may extend to liability for the misleading conduct of a salesperson for the joint venture to parties who are not formal members of the joint venture, but where the joint venture activities are within the course of the entity’s “business, affairs or activities”.

Assignment of lease between lessees as joint tenants-is lessor’s consent required?

The decision of Lockrey v Historic Houses Trust of New South Wales [2012] NSWSC 654 raises an interesting issue about the necessity of seeking the consent of the lessor where there is an assignment of a lease between joint tenants who already hold the lease when one joint tenant sells the business operated on the leased premises to the other joint tenant. A secondary issue raised by the proceedings concerns whether the lessor’s consent was unreasonably withheld under the processes under Retail Leases Act 1994 (NSW) (“the Act”) upon the grounds of lack of provision of information as to the remaining lessee’s financial standing.

Locally weighted learning model predictivek control for elastic joint robots

This paper proposes an efficient and online learning control system that uses the successful Model Predictive Control (MPC) method in a model based locally weighted learning framework. The new approach named Locally Weighted Learning Model Predictive Control (LWL-MPC) has been proposed as a solution to learn to control complex and nonlinear Elastic Joint Robots (EJR). Elastic Joint Robots are generally difficult to learn to control due to their elastic properties preventing standard model learning techniques from being used, such as learning computed torque control. This paper demonstrates the capability of LWL-MPC to perform online and incremental learning while controlling the joint positions of a real three Degree of Freedom (DoF) EJR. An experiment on a real EJR is presented and LWL-MPC is shown to successfully learn to control the system to follow two different figure of eight trajectories.

Intellectual property and joint ventures

This chapter outlines the most important ways in which intellectual property is protected in Australia, and also the factors which affect the rights of joint venture participants in the absence of specific agreement between such participants. It then examines particular issues which may be considered in preparing appropriate documentation for any joint venture which involves the utilisation or generation of intellectual property to ensure that the joint venture participants achieve their desired result in terms of the allocation of ownership and control of such rights. The analysis includes and explanation of the special considerations which affect co-operation in research between industry and a university or government research institution. Finally, the rights of the joint venturers to intellectual property upon termination of the joint ventures are considered.

UCPR r 360 – offers to settle – joint offer by first and second plaintiffs

The decision in ACN 070 037 599 Pty Ltd v Larvik Pty Ltd (No 2) [2008] QSC 118 involved a consideration of the implications for a plaintiff whose offer to settle under Part 5 of the Uniform Civil Procedure Rules 1999 (Qld) was made jointly with another plaintiff who abandoned her action before trial. The court found nothing wrong with the making of a joint offer. It concluded the successful plaintiff would be entitled to indemnity costs on the simple test of whether the judgment for that plaintiff was more favourable than the offer.

Segmental torso masses and coronal plane joint torques in the adolescent scoliotic spine

Introduction. Calculating segmental (vertebral level-by-level) torso masses in Adolescent Idiopathic Scoliosis (AIS) patients allows the gravitational loading on the scoliotic spine during relaxed standing to be determined. This study used CT scans of AIS patients to measure segmental torso masses and explores how joint moments in the coronal plane are affected by changes in the position of the intervertebral joint’s axis of rotation; particularly at the apex of a scoliotic major curve. Methods. Existing low dose CT data from the Paediatric Spine Research Group was used to calculate vertebral level-by-level torso masses and joint torques occurring in the spine for a group of 20 female AIS patients (mean age 15.0 ± 2.7 years, mean Cobb angle 53 ± 7.1°). Image processing software, ImageJ (v1.45 NIH USA) was used to threshold the T1 to L5 CT images and calculate the segmental torso volume and mass corresponding to each vertebral level. Body segment masses for the head, neck and arms were taken from published anthropometric data. Intervertebral (IV) joint torques at each vertebral level were found using principles of static equilibrium together with the segmental body mass data. Summing the torque contributions for each level above the required joint, allowed the cumulative joint torque at a particular level to be found. Since there is some uncertainty in the position of the coronal plane Instantaneous Axis of Rotation (IAR) for scoliosis patients, it was assumed the IAR was located in the centre of the IV disc. A sensitivity analysis was performed to see what effect the IAR had on the joint torques by moving it laterally 10mm in both directions. Results. The magnitude of the torso masses from T1-L5 increased inferiorly, with a 150% increase in mean segmental torso mass from 0.6kg at T1 to 1.5kg at L5. The magnitudes of the calculated coronal plane joint torques during relaxed standing were typically 5-7 Nm at the apex of the curve, with the highest apex joint torque of 7Nm being found in patient 13. Shifting the assumed IAR by 10mm towards the convexity of the spine, increased the joint torque at that level by a mean 9.0%, showing that calculated joint torques were moderately sensitive to the assumed IAR location. When the IAR midline position was moved 10mm away from the convexity of the spine, the joint torque reduced by a mean 8.9%. Conclusion. Coronal plane joint torques as high as 7Nm can occur during relaxed standing in scoliosis patients, which may help to explain the mechanics of AIS progression. This study provides new anthropometric reference data on vertebral level-by-level torso mass in AIS patients which will be useful for biomechanical models of scoliosis progression and treatment. However, the CT scans were performed in supine (no gravitational load on spine) and curve magnitudes are known to be smaller than those measured in standing.

Segmental torso masses and gravity-induced coronal plane joint moments in adolescent idiopathic scoliosis

Introduction: Calculating segmental (vertebral level-by-level) torso masses in Adolescent Idiopathic Scoliosis (AIS) patients allows the gravitational loading on the scoliotic spine during relaxed standing to be estimated. This study used supine CT scans of AIS patients to measure segmental torso masses and explored the joint moments in the coronal plane, particularly at the apex of a scoliotic major curve. Methods: Existing low dose CT data from the Paediatric Spine Research Group was used to calculate vertebral level-by-level torso masses and joint moments occurring in the spine for a group of 20 female AIS patients with right sided thoracic curves. The mean age was 15.0 ± 2.7 years and all curves were classified Lenke Type 1 with a mean Cobb angle 52 ± 5.9°. Image processing software, ImageJ (v1.45 NIH USA) was used to create reformatted coronal plane images, reconstruct vertebral level-by-level torso segments and subsequently measure the torso volume corresponding to each vertebral level. Segment mass was then determined by assuming a tissue density of 1.04x103 kg/m3. Body segment masses for the head, neck and arms were taken from published anthropometric data (Winter 2009). Intervertebral joint moments in the coronal plane at each vertebral level were found from the position of the centroid of the segment masses relative to the joint centres with the segmental body mass data. Results and Discussion: The magnitude of the torso masses from T1-L5 increased inferiorly, with a 150% increase in mean segmental torso mass from 0.6kg at T1 to 1.5kg at L5. The magnitudes of the calculated coronal plane joint moments during relaxed standing were typically 5-7 Nm at the apex of the curve, with the highest apex joint torque of 7Nm. The CT scans were performed in the supine position and curve magnitudes are known to be 7-10° smaller than those measured in standing, due to the absence of gravity acting on the spine. Hence, it can be expected that the moments produced by gravity in the standing individual will be greater than those calculated here.

Science and engineering for whole of life : integrating education, research and public engagement in a collaborative environment

Policy makers increasingly recognise that an educated workforce with a high proportion of Science, Technology, Engineering and Mathematics (STEM) graduates is a pre-requisite to a knowledge-based, innovative economy. Over the past ten years, the proportion of first university degrees awarded in Australia in STEM fields is below the global average and continues to decrease from 22.2% in 2002 to 18.8% in 2010 [1]. These trends are mirrored by declines between 20% and 30% in the proportions of high school students enrolled in science or maths. These trends are not unique to Australia but their impact is of concern throughout the policy-making community. To redress these demographic trends, QUT embarked upon a long-term investment strategy to integrate education and research into the physical and virtual infrastructure of the campus, recognising that expectations of students change as rapidly as technology and learning practices change. To implement this strategy, physical infrastructure refurbishment/re-building is accompanied by upgraded technologies not only for learning but also for research. QUT’s vision for its city-based campuses is to create vibrant and attractive places to learn and research and to link strongly to the wider surrounding community. Over a five year period, physical infrastructure at the Gardens Point campus was substantially reconfigured in two key stages: (a) a >$50m refurbishment of heritage-listed buildings to encompass public, retail and social spaces, learning and teaching “test beds” and research laboratories and (b) destruction of five buildings to be replaced by a $230m, >40,000m2 Science and Engineering Centre designed to accommodate retail, recreation, services, education and research in an integrated, coordinated precinct. This landmark project is characterised by (i) self-evident, collaborative spaces for learning, research and social engagement, (ii) sustainable building practices and sustainable ongoing operation and; (iii) dynamic and mobile re-configuration of spaces or staffing to meet demand. Innovative spaces allow for transformative, cohort-driven learning and the collaborative use of space to prosecute joint class projects. Research laboratories are aggregated, centralised and “on display” to the public, students and staff. A major visualisation space – the largest multi-touch, multi-user facility constructed to date – is a centrepiece feature that focuses on demonstrating scientific and engineering principles or science oriented scenes at large scale (e.g. the Great Barrier Reef). Content on this visualisation facility is integrated with the regional school curricula and supports an in-house schools program for student and teacher engagement. Researchers are accommodated in a combined open-plan and office floor-space (80% open plan) to encourage interdisciplinary engagement and cross-fertilisation of skills, ideas and projects. This combination of spaces re-invigorates the on-campus experience, extends educational engagement across all ages and rapidly enhances research collaboration.

Shoes that restrict metatarsophalangeal dorsiflexion cause proximal joint compensations

To describe barefoot, shod and in-shoe kinematics during stance phase of walking gait in a normal arched adult population. An equal sample of males and females (n = 24) was recruited. In order to quantify the effect of footwear independent of technical design features, an ASICS shoe (Onitsuka Tiger-Mexico 66, Japan) was used in this study. Markers were applied to three conditions; barefoot, shod, and in-shoe. The calibration markers were used to define static pose. The order of testing was randomised. Participants completed five trials in each condition. Kinematic data were captured using a 12 camera VICON MX40 motion capture system at 100 Hz and processed in Visual3D. A previously developed model was used to describe joint angles [1]. A univariate two-way ANOVA was used to identify any differences between the pairs of conditions. Post-hoc Sheffé tests were used to further interrogate the data for differences. At peak hallux dorsiflexion (Figure 1), during propulsion, the metatarsophalangeal joint (MPTJ) was significantly more dorsiflexed in the barefoot condition compared to the shod condition (p = 0.004). At the same gait event, the tibiocalcaneal joint (TCJ) was significantly more plantarflexed than both the shod and in-shoe conditions (p < 0.001), and the tarsometatarsal joint (TMTJ) was significantly less dorsiflexed in the barefoot condition compared to the shod and in-shoe conditions (p < 0.001). The findings of the current study demonstrate that footwear has significant effects on sagittal plane MPTJ joint dorsiflexion at peak hallux dorsiflexion, which results in compensations at proximal foot joints.

Interventions for increasing ankle joint dorsiflexion : a systematic review and meta-analysis

BACKGROUND: Ankle joint equinus, or restricted dorsiflexion range of motion (ROM), has been linked to a range of pathologies of relevance to clinical practitioners. This systematic review and meta-analysis investigated the effects of conservative interventions on ankle joint ROM in healthy individuals and athletic populations. METHODS: Keyword searches of Embase Medline Cochrane and CINAHL databases were performed with the final search being run in August 2013. Studies were eligible for inclusion if they assessed the effect of a non-surgical intervention on ankle joint dorsiflexion in healthy populations. Studies were quality rated using a standard quality assessment scale. Standardised mean differences (SMDs) and 95% confidence intervals (CIs) were calculated and results were pooled where study methods were homogenous. RESULTS: Twenty-three studies met eligibility criteria, with a total of 734 study participants. Results suggest that there is some evidence to support the efficacy of static stretching alone (SMDs: range 0.70 to 1.69) and static stretching in combination with ultrasound (SMDs: range 0.91 to 0.95), diathermy (SMD 1.12), diathermy and ice (SMD 1.16), heel raise exercises (SMDs: range 0.70 to 0.77), superficial moist heat (SMDs: range 0.65 to 0.84) and warm up (SMD 0.87) in improving ankle joint dorsiflexion ROM. CONCLUSIONS: Some evidence exists to support the efficacy of stretching alone and stretching in combination with other therapies in increasing ankle joint ROM in healthy individuals. There is a paucity of quality evidence to support the efficacy of other non-surgical interventions, thus further research in this area is warranted.