Legal Question in Business Law in Minnesota

Re: Canel a contract

You really need to have a lawyer take a look at the contract to see what it says. There may be a way for you to terminate this contract. You are unclear about what the reseach paper has to do with the contract. If the company technically owns the research, it may be quite difficult to make a "clean" break from it in these circumstances.

Re: Canel a contract

Hard to answer this without seeing the contract itself. The safest thing to do, probably, would be to actually sue the company seeking what is called a "declaratory judgment" which would adjudicate the parties' respective rights vis-�-vis the research. Short of that, I have some questions: did the company pay you everything that was promised under the contract? If not, then the company is in default and you would be justified in treating the contract as breached. Similarly, even if the company has paid to date but will owe you money in the future, you can claim the contract was "anticipatorily repudiated" (there's your legal term for the day).If there is a notice of default clause in your contract, you should follow it (if you have not already done so) by sending certified letters to the company at the address given in the contract, with copies to the company's representatives.

Who owns the intellectual property under the contract? If the company does, then (if you have not already done so) you should send certified letters to the company and its attorneys advising that the company is in default under the contract, that you are accepting the rights to the IP in satisfaction of your claims against the company, and that you intend to publish the results by a date certain if you don't hear from the company by such-and-such date.

This may or may not give you pristine clear rights to the IP -- again, the best option would be a declaratory judgment -- but if the company (or its creditors/representatives) later comes back complaining that you have published the research, it will be hard-pressed to overcome the numerous attempts to have made to get in touch.

Please keep in mind these are just "shoot-from-the-hip" comments at this point; the above comments are not legal advice and I would need to see the contract and discuss the facts in detail to give proper advice. The advise might differ significantly from the general comments above, depending on the facts. We do not have an attorney-client relationship. You should consult with a retained attorney before acting in response to my above comments.

That said, good luck to you and let me know if I can be of further assistance.

Best regard, Vince King

Re: Canel a contract

Hello. It is extremely difficult to provide the answers you seek without knowing more about the contract. The terms of the contract would normally define non-performance and what constitutes rescission, methods of default, retraction, etc.; therefore you should start there first. If no such provisions exist we'll turn to the UCC and local law. If you wish, you may contact me with any questions or comments. The initial consultation is free and there are no commitments on your end.

Sincerely,

John E. Halkias

(718)238-7444

Re: Cancel a contract

The contract must be reviewed in detail along with the circumstances. There are legal concepts such as the impossibility of performance, anticipatory breach, etc. that would allow a party to escape the provisions of the contract or establish that it has been terminated. There are no set formulas, but there are steps that a contracting party can take which must be choreographed to each individual case.

Our firm handles contract matters. If you wish to arrange for a consultation, please call us at 212-267-7000.

Re: Canel a contract

I would be happy to review the contract for you at no charge, and thereafter advise you as to the most appropriate strategy.

It is likely that a remedy can be formulated that will address your concerns, potentially involving notice and a statement of proposed action ( to which no response will indicate ratification and affirmation.)

Let me know. You can FAX or E-mail me the contract at your convenience.

Re: Canel a contract

Any attorney would have to start with the contract language to determine who owns the intellectual property rights. If the private company owns those rights, no inability to contact that company or failure of use by that company would, by itself, transfer those rights back to the U. Even if the private co. failed to answer to a declaratory judgement action, that would not transfer the rights back to the U. if the private co. owned them in the first instance.

An attorney needs to review the contract and the facts of the relationship to provide you advice about the technical ownership status and the practical risks (if there is no one who will assert the private companies rights.