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.

Polycaprolactone-based scaffold plus recombinant human bone morphogenic protein rhBMP-2) in a sheep thoracic spine fusion model

Adolescent idiopathic scoliosis is a complex three dimensional deformity affecting 2-3% of the general population. The resulting spinal deformity consists of coronal curvature, hypokyphosis of the thoracic spine and vertebral rotation in the axial plane with posterior elements turned into the curve concavity. The potential for curve progression is heightened during the adolescent growth spurt. Success of scoliosis deformity correction depends on solid bony fusion between adjacent vertebrae after the intervertebral (IV) discs have been surgically cleared and the disc spaces filled with graft material. Recently a bioactive and resorbable scaffold fabricated from medical grade polycaprolactone has been developed for bone regeneration at load bearing sites. Combined with rhBMP-2, this has been shown to be successful in acting as a bone graft substitute in a porcine lumbar interbody fusion model when compared to autologous bone graft alone. The study aimed to establish a large animal thoracic spine interbody fusion model, develop spine biodegradable scaffolds (PCL) in combination with biologics (rhBMP-2) and to establish a platform for research into spine tissue engineering constructs. Preliminary results demonstrate higher grades of radiologically evident bony fusion across all levels when comparing fusion scores between the 3 and 6 month postop groups at the PCL CaP coated scaffold level, which is observed to be a similar grade to autograft, while no fusion is seen at the scaffold only level. Results to date suggest that the combination of rhBMP-2 and scaffold engineering actively promotes bone formation, laying the basis of a viable tissue engineered constructs.

Biomechanical performance of polycaprolactone (PCL)-based scaffold with rhBMP-2 in a sheep thoracic spine fusion model

Adolescent idiopathic scoliosis is a complex three dimensional deformity affecting 2-3% of the general population. Resulting spine deformities include progressive coronal curvature, hypokyphosis, or frank lordosis in the thoracic spine and vertebral rotation in the axial plane with posterior elements turned into the curve concavity. The potential for curve progression is heightened during the adolescent growth spurt. Success of scoliosis deformity correction depends on solid bony fusion between adjacent vertebrae after the intervertebral discs have been surgically cleared and the disc spaces filled with graft material. Problems with bone graft harvest site morbidity as well as limited bone availability have led to the search for bone graft substitutes. Recently, a bioactive and resorbable scaffold fabricated from medical grade polycaprolactone (PCL) has been developed for bone regeneration at load bearing sites. Combined with recombinant human bone morphogenic protein–2 (rhBMP-2), this has been shown to be successful in acting as a bone graft substitute in acting as a bone graft substitute in a porcine lumbar interbody fusion model when compared to autologous bone graft. This in vivo sheep study intends to evaluate the suitability of a custom designed medical grade PCL scaffold in combination with rhBMP-2 as a bone graft substitute in the setting of mini–thoracotomy surgery as a platform for ongoing research to benefit patients with adolescent idiopathic scoliosis.

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.

An FE investigation simulating intra-operative corrective forces applied to correct scoliosis deformity

Background: Adolescent idiopathic scoliosis (AIS) is a deformity of the spine, which may 34 require surgical correction by attaching a rod to the patient’s spine using screws 35 implanted in the vertebral bodies. Surgeons achieve an intra-operative reduction in the 36 deformity by applying compressive forces across the intervertebral disc spaces while 37 they secure the rod to the vertebra. We were interested to understand how the 38 deformity correction is influenced by increasing magnitudes of surgical corrective forces 39 and what tissue level stresses are predicted at the vertebral endplates due to the 40 surgical correction. 41 Methods: Patient-specific finite element models of the osseoligamentous spine and 42 ribcage of eight AIS patients who underwent single rod anterior scoliosis surgery were 43 created using pre-operative computed tomography (CT) scans. The surgically altered 44 spine, including titanium rod and vertebral screws, was simulated. The models were 45 analysed using data for intra-operatively measured compressive forces – three load 46 profiles representing the mean and upper and lower standard deviation of this data 47 were analysed. Data for the clinically observed deformity correction (Cobb angle) were 48 compared with the model-predicted correction and the model results investigated to 49 better understand the influence of increased compressive forces on the biomechanics of 50 the instrumented joints. 51 Results: The predicted corrected Cobb angle for seven of the eight FE models were 52 within the 5° clinical Cobb measurement variability for at least one of the force profiles. 53 The largest portion of overall correction was predicted at or near the apical 54 intervertebral disc for all load profiles. Model predictions for four of the eight patients 55 showed endplate-to-endplate contact was occurring on adjacent endplates of one or 56 more intervertebral disc spaces in the instrumented curve following the surgical loading 57 steps. 58 Conclusion: This study demonstrated there is a direct relationship between intra-59 operative joint compressive forces and the degree of deformity correction achieved. The 60 majority of the deformity correction will occur at or in adjacent spinal levels to the apex 61 of the deformity. This study highlighted the importance of the intervertebral disc space 62 anatomy in governing the coronal plane deformity correction and the limit of this 63 correction will be when bone-to-bone contact of the opposing vertebral endplates 64 occurs.

Establishment and characterisation of an open mini-thoracotomy surgical approach to an ovine thoracic spine fusion model

Background A large animal model is required for assessment of minimally invasive, tissue engineering based approaches to thoracic spine fusion, with relevance to deformity correction surgery for human adolescent idiopathic scoliosis. Here we develop a novel open mini–thoracotomy approach in an ovine model of thoracic interbody fusion which allows assessment of various fusion constructs, with a focus on novel, tissue engineering based interventions. Methods The open mini-thoracotomy surgical approach was developed through a series of mock surgeries, and then applied in a live sheep study. Customized scaffolds were manufactured to conform with intervertebral disc space clearances required of the study. Twelve male Merino sheep aged 4 to 6 years and weighing 35 – 45 kg underwent the abovementioned procedure and were divided into two groups of six sheep at survival timelines of 6 and 12 months. Each sheep underwent a 3-level discectomy (T6/7, T8/9 and T10/11) with randomly allocated implantation of a different graft substitute at each of the three levels; (i) polycaprolactone (PCL) based scaffold plus 0.54μg rhBMP-2, (ii) PCL-based scaffold alone or (iii) autograft. The sheep were closely monitored post- operatively for signs of pain (i.e. gait abnormalities/ teeth gnawing/ social isolation). Fusion assessments were conducted post-sacrifice using Computed Tomography and hard-tissue histology. All scientific work was undertaken in accordance with the study protocol has been approved by the Institute's committee on animal research. Results. All twelve sheep were successfully operated on and reached the allotted survival timelines, thereby demonstrating the feasibility of the surgical procedure and post-operative care. There were no significant complications and during the post-operative period the animals did not exhibit marked signs of distress according to the described assessment criteria. Computed Tomographic scanning demonstrated higher fusion grades in the rhBMP-2 plus PCL-based scaffold group in comparison to either PCL-based scaffold alone or autograft. These results were supported by histological evaluation of the respective groups. Conclusion. This novel open mini-thoracotomy surgical approach to the ovine thoracic spine represents a safe surgical method which can reproducibly form the platform for research into various spine tissue engineered constructs (TEC) and their fusion promoting properties.

The effect of testing protocol on immature bovine thoracic spine segment stiffness

Introduction. In vitro spine biomechanical testing has been central to many advances in understanding the physiology and pathology of the human spine. Owing to the difficulty in obtaining sufficient numbers of human samples to conduct these studies, animal spines have been accepted as a substitute model. However, it is difficult to compare results from different studies, as they use different preparation, testing and data collection methods. The aim of this study was to identify the effect of repeated cyclic loading on bovine spine segment stiffness. It also aimed to quantify the effect of multiple freeze-thaw sequences, as many tests would be difficult to complete in a single session [1-3]. Materials and Methods. Thoracic spines from 6-8 week old calves were used. Each spine was dissected and divided into motion segments including levels T4-T11 (n=28). These were divided into two equal groups. Each segment was potted in polymethylemethacrylate. An Instron Biaxial materials testing machine with a custom made jig was used for testing. The segments were tested in flexion/extension, lateral bending and axial rotation at 37 degrees C and 100% humidity, using moment control to a maximum plus/minus 1.75 Nm with a loading rate of 0.3 Nm per second. Group (A) were tested with continuous repeated cyclic loading for 500 cycles with data recorded at cycles 3, 5, 10, 25, 100, 200, 300, 400 and 500. Group (B) were tested with 10 load cycles after each of 5 freeze thaw sequences. Data was collected from the tenth load cycle after each sequence. Statistical analysis of the data was performed using paired samples t-tests, ANOVA and generalized estimating equations. Results. The data were confirmed as having a normal distribution. 1. There were significant reductions in mean stiffness in flexion/extension (-20%; P=0.001) and lateral bending (-17%; P=0.009) over the 500 load cycles. However, there was no statistically significant change in axial rotation (P=0.152) 2. There was no statistically significant difference between mean stiffness over the five freeze-thaw sequences in flexion/extension (p=0.879) and axial rotation (p=0.07). However, there was a significant reduction in stiffness in lateral bending (-26%; p=0.007) Conclusion. Biomechanical testing of immature bovine spine motion segments requires careful interpretation. The effect of the number of load cycles as well as the number of freeze-thaw cycles on the stiffness of the motion segments depends on the axis of main movement.

Characterisation of Polycaprolatone-Based Scaffold Plus Recombinant Human Morphogenetic Protein - 2 (RHBMP-2) in an Ovine Thoracic Spine Model

This thesis represents a step forward in the development of a pre-clinical model investigating a suitable substitute for host bone for use in human spinal fusion. By way of an animal model, it examines the biological performance of a novel bone graft substitute comprised of a combination of a custom-designed biodegradable material and biologics.