Getting Out of a Contract Rose, Adam; Leibowitz, David; Magnus, Adrian
2001, 20170705, 2017-07-05
eBook
This book is written by three commercial lawyers. Their clients often ask them as much for help in getting out of a contract as in getting them into one in the first place. Built around two business ...case studies, the book highlights the various legal issues that a business must address when faced with a contract it wants to walk away from. In the first instance the business needs to discover whether it is as shackled by a contract as it thinks it is. In many cases a contract is not as binding as it might initially appear - Getting Out of a Contract explains the circumstances in which this applies. It then goes on to explore how to minimize the damage should the agreement be inescapable and helps the reader to understand what the consequences of any actions might be. Written in plain English, the authors manage to demystify complicated aspects of English law for the non-lawyer. This book will help managers to: ¢ address how they make contracts; ¢ avoid making wrong decisions because they fail to appreciate what contracts they actually have or how to get round them; ¢ become more attuned to the legal ins and outs of contracts, enabling them to use lawyers more cost-effectively Company secretaries, finance directors and managers at all levels will find Getting Out of a Contract accessible and an invaluable business planning tool.
Adam Rose, David Leibowitz and Adrian Magnus are solicitors and partners at City of London law firm Berwin Leighton Paisner. Their daily work covers commercial contracts, commercial disputes and competition law. Between them, they have some 40 years of professional experience, advising businesses of all sizes on their contracts.
Despite almost 40 years of intensive research, there is still no curative treatment for HIV-1/AIDS. Anti-retroviral therapy (ART) prolongs the life expectancy of HIV-1-infected individuals but is ...associated with side effects, and multiple drugs need to be given in combination to prevent the development of viral resistance. In addition, treatment must continue for the lifetime of the individual due to the existence of a long-lived latent proviral reservoir. While a "sterilizing" cure remains difficult to achieve due to difficulties associated with identifying and clearing latently-infected cells, recent research has focused on designing a "functional" cure, i.e., a therapeutic strategy that enables long-term suppression of HIV-1 replication and remission of symptoms in the absence of ART. The work presented here describes a new therapeutic direction for the development of a functional cure against HIV-1. This approach is based on the hypothesis that HIV-1 is unable to escape from a nanoparticle (NP)-based decoy that presents clusters of the HIV-1 receptor CD4, because CD4-NPs mimic viral target cells more accurately than soluble CD4-based inhibitors and permit high-avidity interactions with trimeric HIV-1 Env proteins. We demonstrate that CD4-NPs are >10,000-fold more potent than soluble CD4 (sCD4) and prevent viral escape in vitro. AAV-mediated delivery of self-assembling CD4-NPs produced stable CD4-NP serum concentrations in mice that were almost 1,000-fold higher than concentrations required to neutralize HIV-1 in vitro, suggesting that these concentrations could be therapeutic. Viral challenge studies in non-human primates are underway to evaluate the potential of this therapeutic strategy.As an alternative approach to generate decoys against HIV-1, we generated engineered red blood cells (RBCs) that expressed viral receptors and potently inhibited HIV-1 infection of target cells in vitro. Because RBCs do not contain nuclei or functional organelles required for protein translation, infection of engineered RBCs represents a dead-end for a lentivirus such as HIV-1, which must integrate into the host cell genome as part of its lifecycle. We generated stable erythroid progenitor cell lines that continuously produced HIV-1 receptor-expressing RBCs that could be administered to HIV-1-infected individuals. As RBCs vastly outnumber CD4+ T-cells, HIV-1’s main target cells, and have extended lifetimes, only a fraction of an individual’s RBCs would need to be replaced with the engineered RBC viral traps in order to suppress HIV-1 infection in vivo.My work on CD4-NP therapeutics against HIV-1 also led to the invention and development of the EBR NP technology that is ideally suited for vaccine design applications. This technology can be used to modify any type of membrane protein to self-assemble into enveloped virus-like NPs without the need for additional proteins. EBR NP assembly is induced by inserting a short amino acid sequence into the cytoplasmic tail of the membrane protein, which was designed to recruit host proteins from the endosomal sorting complex required for transport (ESCRT) pathway. We applied this technology to design protein NP-based vaccines against Severe Acute Respiratory Syndrome coronavirus 2 (SARS-CoV-2), which elicited potent serum neutralizing antibody responses in mice. The EBR NP technology is also ideally suited for the development of hybrid vaccine approaches that allow genetic encoding of protein-based NPs, thereby combining attributes of mRNA and protein-based NP vaccines. Pilot studies demonstrated that mRNA and DNA vaccines encoding the self-assembling SARS-CoV-2 spike-EBR construct elicited ~10-fold higher neutralizing antibody responses than mRNA and DNA vaccines encoding the unmodified spike protein. This hybrid approach has the potential to substantially enhance the potency of mRNA vaccines and could become a leading vaccine platform technology. Future applications for the EBR NP technology are discussed, including the development of a universal coronavirus vaccine to prevent future pandemics, and engineering EBR NPs to mRNA vaccines or therapeutic cargoes for efficient and targeted delivery.
Written by three commercial lawyers, this book is built around two business case studies. It highlights the various legal issues that a business must address when faced with a contract it wants to ...walk away from.
Despite almost 40 years of intensive research, there is still no curative treatment for HIV-1/AIDS. Anti-retroviral therapy (ART) prolongs the life expectancy of HIV-1-infected individuals but is ...associated with side effects, and multiple drugs need to be given in combination to prevent the development of viral resistance. In addition, treatment must continue for the lifetime of the individual due to the existence of a long-lived latent proviral reservoir. While a "sterilizing" cure remains difficult to achieve due to difficulties associated with identifying and clearing latently-infected cells, recent research has focused on designing a "functional" cure, i.e., a therapeutic strategy that enables long-term suppression of HIV-1 replication and remission of symptoms in the absence of ART. The work presented here describes a new therapeutic direction for the development of a functional cure against HIV-1. This approach is based on the hypothesis that HIV-1 is unable to escape from a nanoparticle (NP)-based decoy that presents clusters of the HIV-1 receptor CD4, because CD4-NPs mimic viral target cells more accurately than soluble CD4-based inhibitors and permit high-avidity interactions with trimeric HIV-1 Env proteins. We demonstrate that CD4-NPs are >10,000-fold more potent than soluble CD4 (sCD4) and prevent viral escape in vitro. AAV-mediated delivery of self-assembling CD4-NPs produced stable CD4-NP serum concentrations in mice that were almost 1,000-fold higher than concentrations required to neutralize HIV-1 in vitro, suggesting that these concentrations could be therapeutic. Viral challenge studies in non-human primates are underway to evaluate the potential of this therapeutic strategy.
As an alternative approach to generate decoys against HIV-1, we generated engineered red blood cells (RBCs) that expressed viral receptors and potently inhibited HIV-1 infection of target cells in vitro. Because RBCs do not contain nuclei or functional organelles required for protein translation, infection of engineered RBCs represents a dead-end for a lentivirus such as HIV-1, which must integrate into the host cell genome as part of its lifecycle. We generated stable erythroid progenitor cell lines that continuously produced HIV-1 receptor-expressing RBCs that could be administered to HIV-1-infected individuals. As RBCs vastly outnumber CD4+ T-cells, HIV-1’s main target cells, and have extended lifetimes, only a fraction of an individual’s RBCs would need to be replaced with the engineered RBC viral traps in order to suppress HIV-1 infection in vivo.
My work on CD4-NP therapeutics against HIV-1 also led to the invention and development of the EBR NP technology that is ideally suited for vaccine design applications. This technology can be used to modify any type of membrane protein to self-assemble into enveloped virus-like NPs without the need for additional proteins. EBR NP assembly is induced by inserting a short amino acid sequence into the cytoplasmic tail of the membrane protein, which was designed to recruit host proteins from the endosomal sorting complex required for transport (ESCRT) pathway. We applied this technology to design protein NP-based vaccines against Severe Acute Respiratory Syndrome coronavirus 2 (SARS-CoV-2), which elicited potent serum neutralizing antibody responses in mice. The EBR NP technology is also ideally suited for the development of hybrid vaccine approaches that allow genetic encoding of protein-based NPs, thereby combining attributes of mRNA and protein-based NP vaccines. Pilot studies demonstrated that mRNA and DNA vaccines encoding the self-assembling SARS-CoV-2 spike-EBR construct elicited ~10-fold higher neutralizing antibody responses than mRNA and DNA vaccines encoding the unmodified spike protein. This hybrid approach has the potential to substantially enhance the potency of mRNA vaccines and could become a leading vaccine platform technology. Future applications for the EBR NP technology are discussed, including the development of a universal coronavirus vaccine to prevent future pandemics, and engineering EBR NPs to mRNA vaccines or therapeutic cargoes for efficient and targeted delivery.
Clear communication means using plain English - a legal requirement for consumer contracts but good practice for all business communication. This means keeping things simple wherever possible, not ...using unnecessary words, and writing positively unless a negative is necessary. A sentence should start with the general principle, with any exceptions coming later. A typical example of ambiguous communication was a contract set out in a letter from a till roll supplier to a leisure company. The letter said the supplier was the "sole supplier" of "all the products we currently supply until at least January 2004". The leisure company needed to know what it could buy elsewhere but it was not clear whether the contract - and the exclusivity - applied to all of the products that the supplier was supplying to the leisure company at the date of the letter, or to the whole of its product range at that date. * Use short sentences, with one idea per sentence. Short sentences are easier to understand and less prone to ambiguity. If a sentence is longer than 25 words or so, it is probably too long. A sentence will be clearer if the subject, verb and object of the sentence are kept together, near the beginning. Conditions, exceptions or alternatives can be put into separate sentences or laid out separately.
Is There a Contract? Rose, Adam; Leibowitz, David; Magnus, Adrian
Getting Out of a Contract,
2001
Book Chapter
This chapter addresses the fundamental question of whether there is a contract at all. It helps explain what a contract is. Under Acts of Parliament, contracts can be set aside in a few, limited, ...circumstances. These include contracts made for inadequate consideration by the maker of a promise that becomes insolvent shortly after making its deal. An offer is, as any plain English reading of the word would anticipate, a statement of what one party is willing to do, or pay or promise, in exchange for some act, payment, or promise of the person to whom the statement is made. The chapter concentrates on the less clear-cut situations that frequently arise. It states that to be an enforceable contract, the agreement must contain the four key requirements of offer, acceptance, consideration and intention to create legal relations, and that the absence of any of those requirements means that there is no contract.
Termination for Breach Rose, Adam; Leibowitz, David; Magnus, Adrian
Getting Out of a Contract,
2001
Book Chapter
The basic legal rule is that a breach of 'condition' by one party allows the other to terminate. So, to summarize the position reached so far in this chapter promises which make it into the contract ...might be conditions, warranties or innominate terms. Before turning to further issues surrounding breach namely, 'persistent breach' and considering any right to remedy breaches, this chapter makes a distinction between breach of obligations and non-performance of the contract. Promises which make it into the contract might be conditions, warranties or innominate terms. The parties might agree on classification, or there might be industry-standard treatments but, otherwise, it is up to the courts to decide the issue. The chapter also exemplifies the concept of no breach of warranty or condition or intermediate term, simply a straightforward non-performance.
To fully understand the contract, the party needs to gather in the terms. This chapter looks at the issues a court will consider in determining if a statement is a representation or a contract term. ...The goal is to discover what the parties meant when they reached their agreement, and for this section our concern is to work out when the contract term was meant to run out. The chapter also considers those contracts where the parties have agreed that notice can be given to exit. For ease of reference, printouts should be kept of all e-mails. The chapter explores what does the contract say about the duration of the contract; whether it is still in force. Most contracts are not written down in a formal document, which remains unchanged over time. To be able to ascertain exactly what the parties agreed to, the precise contract terms will need to be found.
How to Get Out of a Contract Rose, Adam; Leibowitz, David; Magnus, Adrian
Getting Out of a Contract,
2001
Book Chapter
This chapter helps the lawyers to identify whether they are in fact in a contract. It looks at some key relevant terms and laws that might help them to get out of a contract. The chapter presents a ...summary of some clients' collective experiences, although neither case is meant to reflect any actual experiences of any of the clients, nor is any name used in either case intended to be a reference to any real person or business. The first scenario concerns a supermarket that has contracted to buy baking equipment that it no longer needs or wants. The second scenario concerns a garage that has contracted to maintain a fleet of cars over a period of time. The chapter concludes with a review of some of the consequences of walking away from their contract.
