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BRIEFLY:
"Perspectives in Intellectual Property Law" Seminar from Vedder Price Kaufman & Kammholz, P.C.
Program speakers, from both Vedder Price and PriceWaterhouseCoopers, will discuss cutting edge developments in the U.S. patent law arena. They will also examine patent issues in the growth markets of India and China. The program will be offered on Wednesday, October 25, 2006, in the Vedder Price 22nd Floor Boardroom in Chicago.
Agenda: 8:00 am–Registration and Continental Breakfast, 8:25–10:00 am: Program. There is no charge to attend. For more information, contact James A. Spizzo of Vedder Price Kaufman & Kammholz. P.C., 222 North LaSalle Street, Suite 2600, Chicago, IL 60601, 312-609-7500 (telephone), 312-609-5005 (fax), email:
jspizzo@vedderprice.com
Drafting, Reviewing and Negotiating IT Contracts that Work – a seminar by Neal, Gerber & Eisenberg, LLP – October 12th in Chicago
Many in-house lawyers are charged with drafting, reviewing and negotiating contracts. This presentation will focus on practical drafting tips to aid in-house lawyers in creating contracts that not only "get the deal done," but also contain the terms and conditions helpful to protect your client from unwarranted litigation.
Speaker Diana J.P. McKenzie has a nationwide practice focused on providing practical and strategic legal advice to clients on significant technology, privacy and security, HIPAA, and electronic commerce transactions. She has been selected as one of America's Leading Lawyers for Business in Technology and IT Outsourcing by Chambers USA in 2005 and 2006, and as one of the top lawyers in the U.S.A. in Information Technology Law by The Best Lawyers in America in 2006.
While there is no charge to attend, all attendees must register in advance (no walk-ins) as seating is limited. Handout materials and lunch will be provided for all registrants. Register online at
http://www.ngelaw.com/news/events.aspx.
For further information, contact Heather Allgeier at 312-269-2926 or hallgeier@ngelaw.com.
State mulls special session to extend rate freeze
Illinois Governor Rod Blagojevich says he will likely call a special session of the Illinois General Assembly to pass legislation extending the current freeze on electric rates by three years, through 2010. The special session could convene as early as next week, but depends on whether there are sufficient votes to pass an emergency measure.
The special session was requested by House Speaker Michael Madigan last week following reports that electric rates would increase by as much as 22 percent in areas served by Commonwealth Edison and as high as 55 percent in some parts of Illinois served by Ameren companies.
The spikes in rates are the result of the so-called "reverse auction" held last month. Previously, electric rates had been frozen under a law passed in 1996. Under the provisions of the electric deregulation law, utilities were required to reduce their rates on average by 20 percent in 1997 and then freeze the rate for ten years. In return, the law allowed the industry to be de-regulated in favor of an open and competitive market beginning next January.
However, many were unprepared for the actual result of implementing the competitive market and experts say time is needed for the open market to settle and become truly competitive. Utilities say they cannot wait another three years with rates frozen at prices they charged in the early 1990’s. They say their costs have increased over the ten-year period, and one utility points out it hasn’t raised its rates since 1981.
While there appears to be rapidly growing support among rank and file legislators to approve an extension, Senate President Emil Jones has yet to commit to agreeing to either the special session or passing an emergency measure. And, there are questions about how such legislation could be implemented when the utilities have already signed contracts to purchase power from generating companies.
According to a Chicago Tribune editorial (Populist power play, October 4, 2006) extending the rate freeze may not relieve the obligations of utilities to pay generating companies according to their contractual agreements. Some statehouse observers worry that the legislature could simply impose the rate freeze to benefit residential customers and let the utilities pursue charging higher rates only on commercial and industrial customers.
If that occurs, manufacturers in Illinois could end up paying even more than if the legislature takes no action. The IMA is following developments very closely and will keep its members informed as events unfold.
Significant victory for equipment manufacturer
"The courts cannot write a better contract than the parties made for themselves."
The United States Court of Appeals for the Third Circuit (the "Third Circuit") upheld the right of a manufacturer of industrial construction equipment to terminate a distributor of such equipment in accordance with the essential provisions of the parties' contract. (Elliott & Frantz, Inc. v. Ingersoll-Rand Company, 457 F.3d 312 (3d Cir. 2006)).
The distributor alleged that the manufacturer was prohibited from terminating the distributorship because of, among other things: (i) an alleged oral modification of the parties' contract which prohibited the manufacturer from terminating the distributor except "for cause" (the parties' contract provided that termination could be with or without cause); (ii) the manufacturer's alleged "waiver" of its right to terminate the distribution agreement without cause based on the language of the termination letter (the termination letter invoked the "without cause" provision of the parties' contract and further stated that cause for termination existed); (iii) "public policy;" and (iv) the "covenant of good faith and fair dealing."
The U.S. District Court for the Eastern District of Pennsylvania rejected each of these claims when it granted summary in favor of the manufacturer. The Third Circuit affirmed and reasoned that the parties' did not, based on the undisputed facts before it, modify the parties' contract to eliminate the manufacturer's right to terminate the distributor without cause. The Third Circuit noted that the parties contract required modification to be in writing and that prior modifications were, in fact, agreed to by the parties in writing. The Third Circuit further noted that it would be reasonable to expect that a modification that purported to eliminate a party's right to terminate without cause to be in writing and signed.
The Third Circuit also summarily rejected the distributor's waiver, public policy and covenant of good faith and fair dealing claims. Specifically, the Court held that a party to a contract does not waive express contractual provision by not listing them in a termination letter, nor should a party be faulted for providing more information than is required to terminate a contract. The Court further held that the public policy of the State of New Jersey (whose law the parties chose to govern their contract) did not eliminate the right to terminate the contract without cause, nor did the covenant of good faith and fair dealing, which is implied in all contracts.
According to Karen P. Layng, Vedder Price Shareholder and trial team leader, "the Court really drove home the value and inherent fairness of the original Agreement. It verified the benefits of using 'without cause' clauses and further defended the right of manufacturers to do business without inequitable constraints. This decision also established precedent in terms of New Jersey law relating to fair dealings."
Vedder Price attorneys Karen P. Layng and Chad A. Schiefelbein contributed to the success of the decisions at both the district and appellate court levels. Source: Vedder Price Kaufman & Kammholz. P.C.
Illinois' Industrial Material Exchange Service
(IMES) a free confidential material exchange program
Eggshells are used for tile pigment . . . dryer lint is used as casket stuffing . . . fish waste is used for asphalt blending . . . and horror movie sets are used as a Haunted House for Halloween . . .
What do eggshells, fish waste, lint and creaking doors have in common? All have been reused or recycled for new uses through an unusual Illinois EPA industry-oriented program.
The creative reuse of these materials demonstrates the basic premise of the Illinois Industrial Material Exchange Service (IMES), that one company's waste can be a valuable resource material to another. Acting as an information clearinghouse, directory, and marketing facilitator for reusable industrial materials, IMES deals with waste by-products, off-spec items, hazardous and nonhazardous materials, overstock, and damaged or unwanted materials.
IMES can help manage an industry's waste streams when other source reduction or pollution prevention applications are not possible or practical, when on-site treatment or disposal is too expensive, or when no in-house expertise is available for on-site waste treatment.
How does IMES work?
IMES publishes a bi-monthly directory that goes to 14,000 subscribers nationwide. It lists both materials that are available and materials industries are seeking. Request forms are included in the front of each directory. To respond, or to list a material, firms can send phone or fax requests to the IMES office. Copies of the most recent IMES directory can be obtained, or firms can be added to the mailing list, by calling 217-782-0450.
After a firm responds to a listing, IMES puts the potential user in contact with the generator, with the final transaction and transportation of materials left to the companies involved. Materials listings stay in the directory for a minimum of one year, unless the listing is withdrawn. If firms prefer to list their materials confidentially; IMES will not release a company name or phone number without permission.
Focus of the IMES program is on services to industrial clients, so the program does not have direct involvement with regulatory bureaus or the Illinois EPA's compliance programs, and does not allow access to its files, or discuss client companies' needs with Agency bureaus.
IMES is readily accessible. To get more information, contact: Industrial Material Exchange Service #24, Diane McClain, program manager, P.O. Box 19276, Springfield IL 62794-9276, 217-782-0450, fax: 217-782-9142, email:
Diane.McClain@epa.state.il.us.
"Manufacturers are finding it increasingly difficult to maintain or increase profits . . ." according to a recent article on manufacturing.net.
The IMA can help through the Recycling Expansion and Modernization (REM) grant which covers 75% of the cost of a Solid Waste Assessment. With a nominal ($5,000 maximum) cash match, your company can learn to reduce or eliminate solid waste streams and save thousands of dollars.
For more information, contact Judy Parker, IMA Director of Training 217-522-1240, ext. 3036, or email jparker@ima-net.org.
Complete the 2007 IMA Holiday Survey online at . . .
http://www.zoomerang.com/survey.zgi?p=WEB225QDDNZAK2
If you're interested in finding out what paid holiday's other Illinois manufacturers are providing for their employees this coming year, take the four-question IMA Holiday Survey. Results will be compiled in a report to be released around the first of November.
Follow the link above to the IMA's four-question 2007 Holiday Survey. We depend on member participation in this survey, designed to gather data on company policies relating to holiday time off. It takes less than 60 seconds to fill out this four-question survey and is available on-line at the link above. The deadline to participate is Friday, October 27, 2006. The report will be accessible all year via the website at
www.ima-net.org.
DATES OF NOTE:
More events may be found at http://www.ima-net.org/calendar.cfm
October 17–18, 2006
Project Management Fundamentals
Oak Brook Executive Plaza Conference Center
1225 W. 22nd Street, Ste. 140
This 2-day course in real-work project management is for people who are looking to get a general understanding of project management, or those who wish to keep current projects on track. Designed for those with little or no formal project management training, this program sets the stage for participants to effectively manage multiple projects and is the prerequisite to advanced project management training. COST: $650 for IMA Members, $800 for non-members and includes instruction and all class materials, plus lunch and refreshments.
Contact: Judy Parker
Phone: 217-522-1240, Ext. 3036
Email: jparker@ima-net.org
Sign up online today at:
https://www.ima-net.org/pmf_seminar.cfm
October 30–31, 2006
Design of Experiments (DOE)
Oak Brook Executive Plaza Conference Center
1225 W. 22nd Street, Ste. 140
DOE is a 2-day program that teaches participants practical methods of designing, conducting and analyzing experiments to achieve major cost, productivity and quality improvements. Designed for anyone involved with quality, design, manufacturing, research, development and/or process improvement, this session provides hands-on opportunities to perform actual experiments and apply DOE methodology. A statistics background, although beneficial, is not a prerequisite. Cost: $800 for IMA members, $950 for non-members.
Contact: Judy Parker
Phone: 217-522-1240, Ext. 3036
Email: jparker@ima-net.org
October 31, 2006
Illinois Workers' Compensation Reform: One Year Later (ON THE WEB)
It has been a little over a year since the Governor signed into law the most comprehensive reform of the Illinois Workers' Compensation system in over 20 years. The goal of this reform was to fix what many considered to be one of the more inequitable workers' compensation systems in the country and also to bring it up to date. Has that goal been met now that a year has gone by? IMA member Richard Lenkov will discuss this and answer questions. Richard W. Lenkov heads up the Workers Compensation Practice Group for BryceDowney, LLC, and is a frequent speaker on workers compensation and general liability issues. Cost: IMA Members $49.00, Non-members $75.00. Register online at
https://www.ima-net.org/webinar.cfm
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