Men’s rowing club to host ergathon for cancer research

first_imgThe men’s rowing club will host Saturday its first annual Joseph D. Boyle Memorial Ergathon to raise funds for pancreatic cancer research.The ergathon, to be held in the Joyce Center Rowing Gym from 10 a.m. to 2 p.m., will honor the memory of the father of junior rower Joe Boyle, who died of pancreatic cancer last October.“My way of dealing with grief has been to give back, do something positive and be optimistic,” Boyle said, “It’s what my dad would have wanted, and I decided that I wanted to do something constructive in helping other people that have pancreatic cancer. It would be a good way to give back in his memory instead of just wallowing in grief.”Junior rower Bryce DeVenecia said the team invites the entire Notre Dame community to participate.“We’ve contacted all the alumni, and now we’re trying to reach out to the students mainly and see whoever wants to come and put in a couple meters for the cause and spread awareness about pancreatic cancer,” he said.According to the American Cancer Society, the five-year survival rate for stage I pancreatic cancer is 14 percent and 3 percent for stage III.“Pancreatic cancer is very under-researched, very underfunded, so this event is to spread awareness and raise funds,” DeVenecia said. “We’re giving the funds to the Harper Institute for Cancer Research, and we’re hoping to raise a lot of money to start a lot of research here on campus and also spread awareness on campus about this terrifying disease.”Boyle said an ergathon is “similar to a walk-a-thon or run-a-thon or jog-a-thon” but performed on an indoor rowing machine known colloquially as an ergometer, or erg.“The whole men’s team is going to row as many meters as possible in four hours,” Boyle said, “We’re getting donations pledged to us per 500 meters. Some of us are planning to row 42,000 meters, so that’s 84 500s, so if you donated a dollar per 500, that’d be an $84 donation.”A rowing marathon is 42,000 meters, DeVenecia said.Although this year’s ergathon is the first, the team hopes to expand the event in the future.“We’re going to make it into an annual event, so sometime in the early spring or late winter every year,” Boyle said. “Hopefully, every year we’ll raise more money and keep it going in honor of my dad, keep the event alive and see how we can grow it. … We’re trying to get through the first one, but next year we’ll definitely network it way ahead of time.”“Anyone that wants to come out and support us is welcome to,” he also said. “Thanks for the support and check us out on Facebook. Like it, spread it around. Donate a dollar, five dollars, whatever you want — every penny counts.”Tags: Bryce DeVenecia, Ergathon, Joe Boyle, Men’s Rowinglast_img read more


first_imgBefore the establishment of the Spanish missions, Native American tribes had long been associated with the San Antonio area. Coahuiltecans were hunters and gathers ranging throughout south Texas and northeastern Mexico, following the seasonal availability of food. Conflicts between the Coahuiltecans and Spaniards are documented beginning in the 16th century. For the Spaniards, the acculturation of Native Americans was a major means for securing their claim to vast lands in North America. With few soldiers or settlers, Spain’s claim to these areas in the face of encroachment by France and England depended on the success of the missions. Presidios, a system of frontier military outposts, were established near the missions to protect Spain’s expanding territory.San Antonio de Bexar under Spain and MexicoSpanish expeditions in 1691 and 1709 explored the area and named the San Antonio River and San Pedro Creek. Beginning in 1718, five Spanish missions were established near the head of the river to evangelize the Native Americans of the region. In 1718, San Antonio de Bexar Presidio was founded. Early the next year, the king of Spain approved the Marques de San Miguel de Aguayo’s proposal to transport families from the Canary Islands to populate the province of Texas. By March 1731, 15 families arrived and the villa of San Fernando de Bexar was founded between the San Antonio River and San Pedro Creek, east of the presidio. It was the first chartered civilian settlement in Texas and served as the provincial capital from 1773 to 1824.Native Americans were relatively willing recruits for the missionaries as their population had been decimated by European diseases and they faced an ongoing struggle against encroaching nomadic tribes from the north and south. The natives found food and refuge in the missions in exchange for a strictly regulated mission life that included their labor and their submission to religious conversion.Increasing hostility from the mission natives’ traditional enemies, the Apache, and later the Comanche, coupled with inadequate military support caused the communities to retreat behind walls. In 1792, all missions were closed by order of the Spanish government, and in 1793 the abandoned Mission San Antonio de Valero, later called the Alamo, became a barracks for Spanish soldiers from Alamo de Parras, Mexico.From 1811 through the mid-1830s, political and military upheavals hindered growth in San Fernando, and when hostilities between Texas and the Mexican government erupted in 1835, it became a base of operations and battlegrounds in the siege of Bexar in December and the battle of the Alamo in March 1836.Era of Texas Independence and Early StatehoodFrom 1836 to 1845 the city was a part of the Republic of Texas until Texas was annexed into the Union. In 1837, San Fernando was renamed San Antonio and became the seat of Bexar County. The Mexican War (1845 to 1848) led to Mexico ceding Texas, California, New Mexico and most of Arizona to the United States for $18.25 million. After Texas entered the union in 1845, San Antonio grew as a servicing and distribution center for the western movement of the United States.San Antonio During the Civil War and ReconstructionTexas had been a part of the United States for 15 years before Texas formally seceded March 2, 1861, and like the rest of the country, it was divided with conflict and controversy. Some Texans supported the Union — Gov. Sam Houston refused to declare loyalty to the Confederacy. He was removed from office by the Texas secession convention.In 1861, a local militia forced the surrender of the federal arsenal at San Antonio even before the state seceded. San Antonio then served as a Confederate depot, and several Confederate units were formed.San Antonio Becomes a Modern CityAfter the Civil War, San Antonio was the southern hub and supplier for the cattle trail drives. It was the starting point for the Chisholm Trail, a cattle route from Texas to Kansas. The cattlemen who drove the longhorns north to Kansas railheads launched the legend of the American cowboy. The city prospered, serving the border region and the Southwest as a center for distribution, merchants and the military. In 1873, John Dobbin was appointed marshal and transformed the police force from a frontier, cowboy-type group into an organized, uniformed police department.When barbed wire was introduced to San Antonio in 1876, its widespread use led to “fence cutting” and range wars. Fort Sam Houston was established in 1876. Railroad service reached the city in 1877, and street car operations began too. Two years later, Western Union brought telephone service to San Antonio, and in 1883, electricity was extended to the city center. Automobiles began to arrive in San Antonio by 1899. The Gunter Hotel in San Antonio served as headquarters in Texas for the construction of the southern transcontinental highway named Old Spanish Trail during the 1920s.The 20th century brought more military bases to greater San Antonio, with a strong Air Force presence. San Antonio celebrated its 250th birthday in 1968 when it held the World’s Fair, HemisFair ’68. The Tower of the Americas was the theme structure of the fair, and today it is among the tallest observation towers in the U.S. with a lounge and revolving restaurant at the top.DEL RIOLying 156 miles west of San Antonio along U.S. Highway 90 is Del Rio, Texas, home of Laughlin Air Force Base. Del Rio is the county seat of Val Verde County and just a heartbeat from the international Amistad Reservoir, shared with Mexico, and the Amistad National Recreation Area. Del Rio connects with its neighbor, Ciudad Acuna in Coahuila, Mexico, by two border crossings: the Del Rio-Ciudad Acuna International Bridge and the Lake Amistad Dam International Crossing. Del Rio lies in the Gulf Coastal Plains of Texas, a remote region near the Rio Grande.The Del Rio region is semiarid, with a mix of desert shrub and steppe vegetation, depending on soil type, with several acacias, cacti and grama grasses as the dominant flora. Summers are long, hot and frequently humid, when daytime temperatures typically reach into the upper 90s or higher.What began as Laughlin Army Air Field in March 1943 was renamed Laughlin Air Force Base in 1952. Today, it is an Air Education and Training Command installation and the U.S. Air Force’s biggest pilot training base. The base has 1,387 active-duty military, 1,032 civilians, 1,268 family members, 72 reservists, 32 foreign student pilots and 267 contractors who live and work on and around the base.last_img read more

Stevens Sonora 29er Replaces 26 for USA, Xenon Road Bike Gets Matte Di2 Frame

first_imgStevens’ Sonora 29er carbon hardtail replaces the 26″ version that was recently brought to the US. It gets a tapered headtube, internal cable routing and a massive box section PF92 bottom bracket. Bike should retail for around $4,000 for this XTR build. Frame is $1,799.The Xenon road bike gets Di2 internal routing compatibility and a new matte finish. Frame is monocoque carbon and is their most popular road model. Click through for detail pics…last_img

Pretty Woman: The Musical Sets Broadway Closing Date

first_imgPretty Woman: The Musical, the stage musical based on the hit 1990 film, will end its Broadway-premiere run at the Nederlander Theatre on August 18. The show began previews on July 20, 2018 and officially opened on August 16. By closing, Pretty Woman: The Musical will have played 27 previews and 421 regular performances.Three-time Tony nominee Andy Karl and Samantha Barks lead the cast as Edward and Vivian, respectively, with Tony nominee Orfeh as Kit De Luca, Charlie Pollock as Phillip Stuckey, Eric Anderson as Mr. Thompson, Sam Seferian as Giulio and Kingsley Leggs as James Morse. Married co-stars Karl and Orfeh were both honored with 2019 Audience Choice Awards, with Karl winning in the category of Favorite Leading Actor in a Musical and Orfeh winning for both Favorite Featured Actress in a Musical and Favorite Diva Performance. As previously announced, Jillian Mueller and Brennin Hunt will take over the roles of Vivian and Edward beginning on July 22.The ensemble features Allison Blackwell, Brian Calì, Robby Clater, Jessica Crouch, Nico DeJesus, Anna Eilinsfeld, Matt Farcher, Lauren Lim Jackson, Renée Marino, Ellyn Marie Marsh, Jillian Mueller, Jake Odmark, Jennifer Sanchez, Matthew Stocke, Alex Michael Stoll, Alan Wiggins, Jesse Wildman and Darius Wright.Directed and choreographed by Jerry Mitchell, Pretty Woman: The Musical has a book by the film’s screenwriter, J.F. Lawton, and late director Garry Marshall, and an original score by Bryan Adams and Jim Vallance.The show features set design by David Rockwell, costume design by Gregg Barnes, lighting design by Kenneth Posner and Philip S. Rosenberg and sound design by John Shivers. Music supervision, arrangements and orchestrations are by Will Van Dyke.As previously announced, Pretty Woman: The Musical will launch a national tour and open international productions in Germany and London’s West End in the coming year. Related Shows View Comments Pretty Woman: The Musical Show Closed This production ended its run on Aug. 18, 2019last_img read more

UVM Health Network employs new treatment for heart valve leak

first_imgby Harold Dauerman, MD, UVM You may have a leaking heart if your mitral valve is damaged. What is the mitral valve you ask? It’s located between the left atrium (where blood enters the heart from the lungs) and the left ventricle of the heart (which pumps the blood to your entire body). Mitral valve regurgitation means that your mitral valve is letting blood leak backward into the atrial chamber of the heart. How Heart Valves WorkHeart valves work like one-way gates, helping blood flow in one direction between heart chambers and out of the heart. The mitral valve is on the left side of your heart. It lets blood flow from the upper to the lower heart chamber. See a picture of mitral valve regurgitation(link is external). When the mitral valve is damaged – for example, by an infection or with aging – it may no longer close tightly. This lets blood leak backward, or regurgitate, into the upper chamber. Your heart has to work harder to pump this extra blood. Small leaks are usually not a problem. More severe cases weaken the heart over time and can lead to heart failure(link is external). There are two types of mitral regurgitation:Harold Dauerman, MD (Photo: LCOM Creative Services)Primary regurgitation means there is a problem with the anatomy of the valve. The valve does not work well and does not close tightly. This might happen due to calcium buildup on the valve. It can also happen in people who have mitral valve prolapse(link is external). Secondary regurgitation means another heart problem causes the valve to not close tightly. The anatomy of the valve is typically normal. The heart problem, for example cardiomyopathy (Heart failure due to a weak heart muscle, such as from a viral infection), affects the heart muscle, and this causes regurgitation.Symptoms of Mitral Valve RegurgitationSymptoms of mitral valve regurgitation include being tired or short of breath when you are active. If your heart weakens because of your mitral valve, you may start to have symptoms of heart failure. Call your doctor if you start to have symptoms or if your symptoms change.Symptoms include:Shortness of breath with activity, which later develops into shortness of breath at rest and at night.Extreme tiredness and weakness.A buildup of fluid in the legs and feet, called edema(link is external).New Treatment Option for PatientsThe MitraClip device is a small clip that treats mitral regurgitation. It allows your mitral valve to close more completely, helping to restore normal blood flow through your heart.Transcatheter Mitral Valve Repair (TMVR) is a new treatment option for high risk patients with severe mitral regurgitation due to a primary structural cause of mitral valve leak.In 2013, the FDA approved a device called Mitraclip(link is external), a small clip that is attached to your mitral valve. We access the mitral valve with a thin tube (called a catheter) that is guided through a vein in your leg to reach your heart. Once placed, the clip closes the leaky valve.More than 25,000 patients have been treated worldwide and have seen improvement in heart failure related symptoms. The UVM Health Network started offering this treatment option in January 2017. It is for patients deemed appropriate by our heart team, including a cardiac surgeon, heart failure specialist, and interventional cardiologist. We very recently treated a 90-year-old, referred from Copley Hospital. He had lifestyle-limiting congestive failure. We found that he had severe mitral regurgitation. He was also a high risk for surgery, so we advised MitraClip as it is less invasive. Eighteen hours after the valve repair, he was smiling from his hospital bed.This minimally invasive therapy complements and expands the surgical and medical treatment options already being offered to patients with this high risk disease.Harold Dauerman, M.D., is an interventional cardiologist at the University of Vermont Medical Center and professor of medicine at the Larner College of Medicine at the University of Vermont. He is the author of the information, below, which originally appeared on the UVM Medical Center blog and can also be found here(link is external).last_img read more

Research shows VA outperforms neighboring hospitals

first_imgVA Medical Center,Dartmouth-Hitchcock Medical Center,Collaboration between Dartmouth-Hitchcock and White River Junction VA Medical Center Outcomes Group shows high ratings for VA surgical careVermont Business Magazine A study by researchers from White River Junction Veterans Affairs Medical Center (VAMC) and Dartmouth Hitchcock Medical Center and Geisel School of Medicine at Dartmouth shows VA hospitals across the country outperform or are equal to neighboring non-VA hospitals in surgical quality and overall patient safety satisfaction. The study’s findings were published June 26, in the Journal of Surgical Research(link is external).Researchers at the White River Junction VA Medical Center in Vermont and the Dartmouth-Hitchcock Medical Center in New Hampshire identified VA medical centers with at least one non-VA hospital within 25 miles in three regions across the United States: West-Southwest, New England and Deep South. “Under the MISSION Act, Veterans now have more health care choices than ever,” said Brett Rusch, MD, Executive Director of the White River Junction VA Healthcare System. “But because of how well the VA compares to non-VA hospitals, we know Veterans will continue to choose VA for their health care needs.”David Soybel, MD, Chief of Surgery at the White River Junction VA Healthcare System, explained “The White River Junction VA has a long history of tracking health care performance and outcomes. I’m proud of the work our team did on this study, which will help Veterans across the country make better informed health care decisions.” With a sample of 34 VA facilities and 319 neighboring non-VA hospitals, the researchers used benchmarks created by the Agency for Healthcare Research and Quality(link is external). They also used scores from the Hospital Consumer Assessment of Healthcare Providers and Systems(link is external). The results showed VA facilities performed better or as good as non-VA hospitals in overall patient safety indicators (PSIs), which measure potential hospital complications and adverse events following surgeries and other procedures. VA hospitals performed much better in surgery specific PSIs.The researchers also found VA and non-VA hospitals were about equal in patient satisfaction with overall hospital experience.The data was collected from Hospital Compare(link is external), a publicly available database that helps consumers decide where to seek health care. The Centers for Medicare and Medicaid Services(link is external) runs the database.Source: 7.21.2020. Veteran Affairs Medical Center. White River Junction, VT Visit VA’s Office of Research and Development(link is external).last_img read more

MCI’s Xmedia.Labtest Intercom Integration in SMPTE ST-2110-30 Environment

first_img– Clear-Com’s Eclipse HX, FreeSpeaK II and V-Series Panels establish seamless AoIP solution across multiple locations – ALAMEDA, USA – December 2, 2020 – In spring 2020, Clear-Com participated in MCI’sXMedia.Lab, providing various products and IP solutions for extensive SMPTE ST-2110 testing. With the support of leading broadcast and IT manufacturers, MCI GmbH is working alongside the technical developments of the SMPTE/EBU IP roadmap. The IP test lab was established in 2018, with the goal of creating a platform to validate possible solutions for new IP-based and cross-media approaches that broadcast and ProAV companies are currently faced with.New questions arise all the time and warrant in-depth consideration of the new possibilities. To meet this challenge, MCI founded the XMedia.Lab in 2020 as a further development of the original IP test lab. The XMedia.Lab employs use cases to examine possible application-oriented IP solutions for everyday activities in the broadcast and ProAV sectors.This year, the XMedia.Lab took place throughout February and June and was based on the principle “everything over one network.” An IP-based production infrastructure allows simultaneous transmission of audio, video and metadata over the same line of the same network, which significantly reduces the complexity of signal distribution over physically separate lines. In addition, the use of an IP network can result in an efficient distribution structure.Remote production was selected as a use case in which intercom systems facilitate indispensable communication capabilities in everyday production. When selecting the intercom system, the requirement was to integrate them into the principle of “everything over one network”. Working closely with Clear-Com, an intercom system that meets these requirements was configured in the XMedia.Lab. The system was comprised of Eclipse HXDigital Matrix, FreeSpeak II and V-Series Iris™ Panels.Alexander Hemme, Clear-Com Regional Sales Manager for Germany said, “We are connected to MCI by a longstanding partnership, and a common interest in actively shaping future cross-media developments for an IP-based broadcast industry. Clear-Com has put a lot of energy into the development of IP-enabled solutions in recent years. The XMedia.Lab offers the opportunity to test our products for interoperability in an SMPTE ST-2110 environment and to provide insight that helps us further develop future product generations.”The challenge in this year’s XMedia.Lab was to integrate the matrix system at different locations with communications enabled via AES67, which is inherently compatible with SMPTE ST-2110, the standard XMedia.Lab was designed around.“An IP-based production infrastructure based on the SMPTE ST-2110 standard still presents us with the challenge of interoperability when we’re networking different product solutions. Clear-Com was actively involved in the integration of its solutions into the IP system throughout the entire XMedia.Lab and was always readily available to help and respond to any questions,” said Markus Need, Project Engineer for MCI.The Clear-Com Eclipse-HX Matrix was located at the main site on the Studio Hamburg premises in Hamburg-Tonndorf. The various IP-Panels and IP-Antennas were distributed throughout the network at different locations, including a remote site, which was about 30 km away. The entire system was connected to the network and interconnected via a specially provided VLAN.Low latency real-time communication via AES67 was successfully implemented and thus the Clear-Com intercom system, including the DECT wireless system, was able to meet the principle of “everything over one network”.last_img read more

LKQ Executive Vice President Mark Spears to Step Down at Year-End

first_imgCHICAGO — LKQ Corp. Executive Vice President and Chief Financial Officer Mark Spears has said he intends to resign at or about the end of 2009 to pursue personal interests. LKQ has begun a search for his successor. AdvertisementClick Here to Read MoreAdvertisement Spears confirmed that he will continue his duties until a successor is in place. “I will assist with the selection of our new CFO and will help train the new CFO to make the transition as smooth as possible. My target date is Dec. 31, but I have pledged to remain as CFO as long as my services are needed.” Speaking of Spears’ many contributions to LKQ, Joseph Holsten, president and CEO said, “Mark has been an integral part of LKQ for 10 years, and we greatly appreciate his professionalism, his service and his friendship. He is handing over his department in excellent shape, which should make this transition seamless.” In addition, LKQ and Spears have entered into a consulting agreement that begins on the date of his resignation and continues for five years thereafter. Under the consulting agreement, Spears will provide consulting services as needed with respect to financial matters, including the company’s financial statements and capital structure.,Lubrication Specialties Inc. (LSI), manufacturer of Hot Shot’s Secret brand of performance additives and oils, recently announced the expansion of senior leadership. Steve deMoulpied joins LSI as the company’s chief operating officer (COO). AdvertisementClick Here to Read MoreAdvertisement DeMoulpied comes to LSI from the Private Client Services practice of Ernst & Young where he managed strategy & operations improvement engagements for privately held client businesses. Some of his prior roles include VP of strategic development, director of strategic initiatives, and Lean Six Sigma Master Black Belt at OptumHealth, UnitedHealth Group’s health services business, as well as Lean Six Sigma Black Belt at General Electric, where he applied operations improvement principles to customer service, supply chain and product development. A successful entrepreneur, deMoulpied is also the founder of PrestoFresh, a Cleveland-based e-commerce food/grocery business.  DeMoulpied has a Bachelor of Science degree in Engineering Management from the United States Air Force Academy and a Master of Business Administration degree from the University of Dayton in Marketing and International Business. He served six years with the USAF overseeing the development of technology used on fighter aircraft and the E-3 Surveillance aircraft, finishing his career honorably as Captain. LSI President Brett Tennar says, “Steve’s success in developing operational strategies that improves the bottom line, builds teamwork, reduces waste and ensures quality product development and distribution checks many of the boxes of what we were looking for in a COO. This, coupled with his career in the Air Force working with highly technical systems and his in-depth understanding of Lean Six Sigma and Business Process Management sealed our offer. As our tagline states, our products are Powered by Science. This data driven approach is one reason why our company has grown exponentially as we employ the most advanced technology to product development. I am confident that Steve is the right person to drive operational strategy for our diverse and growing brands.” Advertisement With more than 20 years of experience across multiple industries and functional areas, deMoulpied has particular expertise in organizations with complex technical products. Combined, his prior positions have required a spectrum of skills in corporate strategy, operations improvement, product quality, and revenue cycle management. He has an impressive history of utilizing data driven problem solving (Lean Six Sigma) and project management (PMP and CSM) to achieve strategic goals surrounding customer satisfaction, operational efficiency and improved profit. last_img read more

CD3 Candidate Anise Golden Morper Joins Los Alamos Federated Republican Women For Meet And Greet

first_imgThe Los Alamos Federated Republican Women gathered Nov. 14 for their monthly meeting, from left, Jolyn McTeigue, Dianne Coane, Cathy Walters, Shona Neff, Terra Fullbright, Mary Wilhoit, Anise Golden Morper, Jennifer McKerley, Terry Marzili and Valerie Shelley. In addition to the program and business meeting, New Mexico CD3 candidate Anise Golden Morper joined the group for a Meet and Greet. The LAFRW meets the second Thursday of each month, with the exception of the summer months. The next meeting is a pot luck luncheon Dec. 12. All registered Republican women are invited to attend. Call Shona Neff at 505.672.1456 for meeting times, places and general information. Courtesy/LAFRWlast_img read more

Incorporation by reference: Northrop Grumman Mission Systems Europe Limited vs BAE Systems (Al Diriyah C41) Limited

first_imgThe FactsIn December 2010 BAE Systems (Al Diriyah C41) Limited (BAE) entered into an agreement with Northrop Grumman Mission Systems Europe Limited (NGM) whereby NGM would supply software licences together with associated training and support to BAE, in two tranches, on 20 December 2010 and 20 December 2011 (the licence agreement).The licence agreement was conspicuous in its brevity and did not include the usual boiler plate clauses providing, for instance, for dispute resolution, limitation of liability, and as to the matter in dispute; termination. There was, however, an apparent intention to incorporate these provisions by reference, and sub-clause 5.1 stated that:“5.1 This Agreement shall be governed by the terms contained within the ‘Enabling Agreement…” (the enabling agreement).The enabling agreement was in effect a framework agreement between NGM and a company connected with BAE, “BAESI”, which set out the terms upon which NGM would provide products and services to BAESI, on behalf of and for BAE.The enabling agreement included the usual boiler plate provisions which were lacking from the licence agreement. These included a termination provision which at sub-clause 10.4 entitled BAESI to terminate “for convenience at any time”.BAE subsequently terminated the licence agreement for convenience in November 2011. NGM disputed the termination and commenced Part 8 proceedings seeking a declaration that sub-clause 10.4 did not apply to the licence agreement.On 8 September 2014 the issue was decided in favour of BAE in the TCC.The IssueThe principal issue before the Court of Appeal in this case was whether sub-clause 10.4 of the enabling agreement was incorporated by reference into the licence agreement by sub-clause 5.1 so as to entitle BAE to terminate for convenience.The DecisionThe court firstly framed the issue as being “purely about contractual construction”, namely, if sub-clause 10.4 of the enabling agreement was found to apply to the licence agreement then “it is common ground that the licence agreement has been terminated”.It then went on to consider the “leading case” on “incorporation of provisions into a contract by reference to another contract, between the same or different parties”, which is Skips A/S Nordheim v Syrian Petroleum Co Limited [1984] 1 QB 599.Skips A/S Nordheim was decided on facts that make the decision inapplicable to the case at hand, however, the judgment includes observations which now represent well-understood principles of construction for incorporation by reference, and most particularly Oliver LJ’s two stages of inquiry: “[1] whether the terms are so clearly inconsistent with the contract…that they have to be rejected or [2] whether the intention to incorporate a particular clause is so clearly expressed as to require, by necessary implication, some modification of the language of the incorporated clause so as to adapt it to the new contract…”In applying this inquiry, the court found as follows:1 The words “governed by” in sub-clause 5.1 clearly demonstrated an intention that the terms of the enabling agreement be incorporated into the licence agreement2 Termination for convenience under sub-clause 10.4 was not “flatly inconsistent” with any clause in the licence agreement on the same subject matter3 While not inconsistent, differences between the two agreements such as the parties and certain phrases meant sub-clause 10.4 could not be incorporated un-amended4 It was therefore necessary to carry out an “appropriate manipulation” of the language of sub-clause 10.4 to overcome these differences5 The solution needed to strike a balance between giving effect to the words “governed by” in sub-clause 5.1 and allowing “a level of domination by the enabling Aagreement which would be “surplus, insensible, or inconsistent” with the provisions of the licence agreement.Accordingly, the court found that sub-clause 10.4 was incorporated and the licence agreement had been validly terminated.CommentaryThe decision in Northrop provides for a common sense approach to be applied to the construction of incorporation by reference clauses, and confirms that this exercise must be carried out in accordance with the usual principles of contractual construction.On these bases the court was dismissive of the use of technical arguments, including the considerable effort spent by NGM in attempting to downplay the force of the words “governed by” by reference to synonyms.While the issue of “incorporation of provisions into a contract by reference to another contract, between the same or different parties” may well be a mouthful, the principles of construction as set out above are well-settled and straightforward.Robbie McCreaFenwick Elliott LLPlast_img read more