Ways to Market Your Invention

GRANTING of a patent does not guarantee commercial success no matter how ingenious your invention is. There are many factors other than patent protection involved in the commercial success of a product.

Obtaining a patent is only the first in a series of steps by the patent owner to make a commercial success of his or her invention. The common saying 10 per cent inspiration and 90 per cent perspiration holds true when getting a patented invention into the market.

Marketing and commercializing is a crucial stage of an invention and could determine whether that invention that was supposed to make people’s lives easier actually gets brought by those same people for whom it was intended!

Marketing and commercializing and invention is an expensive affair. One way is to take a major gamble and go into it alone. The individual inventor would surely be short of cash. A more popular method of raising funds is to get into a joint venture either with a partner (doesn’t matter if he is a sleeping partner or an active one, as long as he is rich!)

There are however many government grants available today to the inventor who has a solid idea and a solid business plan. Next on the lists are venture capitalists and finally banks.

The other option available to the inventor is to sell his idea by way of licencs or assignments to others and let them develop and market the product. In this way, he is able to make some money by collecting either royalties or lump sum payments. In the process he may lose control over the future of the object of his invention, but you win a few, lose a few – right?

How To File A Patent Application

MOST people will stop from making that all-important step of filing a patent application either because their idea is too “strange”, they think it costs too much, or simply because they don’t know how.

To those hesitant inventors, here is some good news for you.

No idea is too strange. Patents have been applied for chewable chopsticks,
transparent greeting cards and “spring boots” for speed walking.
A patent application costs a few hundred ringgit if you do the application yourself. As for the last worry, this column is here to teach you how to apply for a patent.
Any person may make an application for a patent either alone or jointly with another.

Applying for a patent is a fairly simple process. The most important item of a patent application which you will have to prepare is the patent specification. The patent specification explains the invention in detail and defines the scope of the protection.

A patent specification consists of the following:

1. Title
2. Description of the invention
3. Claim or claims
4. Drawings (if necessary)
5. Abstract

The title usually describes the invention in a very concise form. There is no need to indentify all the fields of invention. Sometimes titles are sufficiently vague to avoid giving information to competitors in countries where the title can picked up before publication (Malaysia is one of them).

The description teaches the invention to the public.

The description and the drawings (if there are any) describe the invention.
It is drafted in detail and related to one or two preferred examples of the invention.
The description will usually have a general part which starts with the closest relevant prior art, goes on by mentioning how the invention improves on the shortcomings of the prior art and finally the invention itself.

Drawings are used to illustrate specific embodiments of the invention.

The claims define the monopoly upon which the public cannot infringe.
They are drafted in broad scope and the subsequent claims progressively narrow down the scope of the main claim.

The abstract is a condensed version of the technological information already covered in the description.

Drafting a patent specification is a highly skilled art as the writer must not only know the subject matter well but he must also clearly define what protection is being sought.
The contents of a patent specification can be the deciding factor when a patent infringement case goes to court. It is possible to prepare and file a patent application and to prosecute it through to grant of patent without professional assistance.
However, obtaining a commercially-useful patent requires a high level of expertise and anyone who is not thoroughly experienced in patent matters is advised to employ a patent agent.

The Role of A Patent Agent
The role of the patent agent is to provide professional services to inventors in respect of:
• advice relating to an invention in the pre-application phase;
• service and advice during the application phase; and
• representation and advice in the post-grant phase

Once the decision to file an application is made the patent agent’s services and advice is particularly useful in drafting the description and claims. It is the function of the claims of the patent application to define the scope of the protection of the monopoly being sought. The patent agent’s skill and experience are important to drafting claims to ensure that they protect the inventor’s rights by covering the invention in the broadest possible way.At the same time the claims must not be so broad that they cover anything which is already known or which does not work.

Published in the New Straits Times, Malaysia in 1993 under the coloum Patents Pending 

Patents and Intellectual Property

PATENTS come under the general heading of intellectual property. Intellectual property is the collective name given to legal rights which protect the fruits of a person’s intellect which can be an invention, a trademark, an artistic work or a design.

One of the earliest patents was granted in the Republic of Florence, Italy, way back in 1492. With the coming of the Industrial Revolution the concept of patents became an important means of encouraging industrial inventions and innovations.

What is a Patent?

Most inventors want to make money from their ideas or at least get them into use. “Can the A-bomb that I invented in my backyard be patented?”, shouts one inventor. “What do I do with my patent for a battery-operated stubble puller?”, cries another.

Patenting has never been an easy business but there is plenty to gain for those who have a first-class idea and who are determinated to make it happen – provided it is original in the first place. What exactly is a patent? Patents are documents conferred by the state upon the inventor which give him the exclusive right to exploit his invention in exchange for providing a full disclosure of his invention.

A patent gives to the owner of the patent the right to prevent others from making, using or selling the invention for as long as the patent remains in force, which in Malaysia is 15 years.The relevant bodies entrusted with the task of processing patent applications and granting patents are the Patents Board and the Patents Registration Office in the Ministry of Internal Trade and Consumer Affairs.

Applications for a patent must be made at the Patents Registration Office and the patent application will be processed, examinated, approved or rejected on its own merits. If a patent application is successful a certificate of grant is issued.

An unsuccessful patent application does not mean that your idea stinks. It simply means that someone else beat you to it!

Inventors come in all sorts of shapes and sizes. Thomas Edison was one of the more prolific inventors coming up with more than a thousand patented inventions before his death in 1831. Then there were the three Terengganu school-boys who invented what is probably the world’s first onion peeler which does the job perfectly minus the tears. Or businessman Anil Vora who specializes in mostly low-tech inventions, who has already come up with 100 inventions, including an easy-to suck baby bottle which prevents babies from burping too much and a non-flip umbrella which doesn’t flip inside out when blown by a gust of wind.

Examples of patented inventions are as varied as the inventors who think about them. They do not have to be as complicated as the jet engine which drives an air-craft. In Fact some of the simplest inventions are sometimes some of the most useful. One example is a button which may be secured to cloth without the necessity of using thread- the brainchild of three local inventors.

There is an unfortunate tendercy in the public mind to associate inventions with gadgets and gimmicks along the lines of the beer-making machine from the movie Young Einstein. However, virtually all machines, apparatus, products and processes across the industrial board are patentable provided that they satisfy three criteria: They must be new; in other words you cannot reinvent the wheel.

They must exhibit an inventive step, which means it would not have been obvious to a skilled man in that particular field.It must be industrially applicable which means there must be a use for it.

There are however certain categories of inventions that are unpatentable. They are scientific theories, mathematical methods, plant or animal varieties, business methods, methods of treating human or animal bodies by surgery or therapy and inventions which are contrary to public order and prejudicial to the interest and security of the nation.

Published in the New Straits Times, Malaysia in 1993 under the coloum Patents Pending 

Innovation and Creativity - Pride of the Nation

The most successful nations in the world all have one thing in common – they all have an innovation culture. This culture is one where innovation and creativity are valued and appreciated, adequately funded and protected.

Leveraging natural creativity or spontaneous innovation for financial gain and national economic growth requires appropriate institutional support which is much more than merely funding. It requires a climate, and a culture, that is supportive of R&D; where a certain amount of risk-taking is balanced by the use of market discipline and good practices to identify the best products and services to bring to market, or the most efficient programs for governments to deploy.

The level and depth of a country’s innovation culture can be measured by several criteria that include economic, social, health and educational factors. One of the most reliable indicators of innovation in a particular country or region is patenting activity. Patents are a key measure of the extent and success of an innovation culture. They reflect inventive performance,
they can track the diffusion of knowledge, and they are good indicators of the level of internationalization, regionalization and nationalization of innovation activities. They can be used to measure the level of R&D activities, and ultimately, how effective those are, what structure they are taking, and which industries appear to be successful, and which not.

Patent applications in Malaysia in recent years by local inventors has shown spectacular growth in the last 5 years with applications more than doubling from 522 applications in 2005 to 1234 applications in 2009. It would appear that efforts to create a more conducive environment for local innovation and creativity is beginning to bear fruit.

But we need to look further – how can we as a nation further enhance the climate in which innovation and creativity are the norm rather than the desired goal? How can Malaysia integrate into its national policies and economic development agenda those innovation and creativity mechanisms and platforms which will bring about the desired results?

Innovation and creativity will only move if there is an incentive for the innovator or creator. It is harder for an invention to see the light of day if there is no commercial value. In order to stimulate innovation and creativity we have to policies in place that would stimulate the commercialization of these innovations.

For instance if we can have directives that would ensure that government departments only procure locally invented products provided that the technology meets a certain standard and the price is competitive and that continued procurement will only happen if there is continuous innovation and improvement in quality.

We can make sure that all national projects utilize local innovations as much as possible. In this regard Proton was going the right way when it came up with Satria Neo and Proton Persona after two decades of rebadging outdated Mitsubishis. However the latest move by Proton to revert back to its initial strategy does not augur well for local innovation and instead of providing a vehicle for local innovations to ride on is merely licensing innovations from overseas.

I need to add this point here about innovation. Early prototypes of innovations or early models are high on inventiveness but low on quality. If you look at the early Toyotas and Hyundais they were ugly and could get you into serious trouble if you were involved in an accident. However perseverance and a firm faith in the technology and innovation behind these new machines as well as some protectionist policies ensured that subsequent models improved on quality and performance and today these cars have captured the world market – Toyota is the world’s largest car manufacturer and Hyundai is a respectable fourth after producing the first Korean car in 1975 merely 10 years before Proton.

We are coming to the end of Malaysia Innovative 2010, a year dedicated to encouraging local inventions. Let us not stop at the idea or the proptotype. Let us look at putting policies in place to ensure they have commercial viability. We need to be surrounded by Malaysian innovations just like the US, UK, Japan and Korea are surrounded by innovations developed in their respective countries. Only then can we look forward to a truly developed nation by 2020.

Branding Made Easy

A company may have come up with an excellent product or service, but if it cannot communicate the message clearly they will remain as a small company with a good product with a limited reach. Just sit down and think about your favourite noodle stall, barber shop or plumber. Do you remember the name of their company or their brand name? Probably not.

Branding sounds like a big word to a small company but it is actually nothing more than targeted, repeated and effective communications about products or services. Branding will go a long way towards communicating your business to the market. A good branding exercise will eventually convert them into customers.

There are many ways to run a branding campaign but we shall narrow it down to the simplest, most cost efficient and effective essentials :-

1. Corporate Brochure
2. Website
3. Name Card

Each of these items carries the same consistent message and is an effective opener to any meeting, conversation or email.

Putting your entire business on paper may not be the easiest thing to do. However it is a MUST to sit down and put yourself in the client's shoes and work out all the details of what is it that you can do for your client.

What are the advantages and disadvantages of arbitration when compared with Court litigation ?

If you have ever had your day in court, you would probably have wished you had never been a party to litigation. The incessant delays, complex procedures, lack of direct involvement and heavy costs are enough to put one off seeking justice in this manner. It would seem that a trial is a rather effective deterrent to seeking justice!

The commonly held view is that arbitration, a form of alternative dispute resolution outside the formal structure of law and court procedure, would provide a suitable alternative that was just, accessible, efficient, timely and effective. The matter is referred to a third party, either an arbitrator or a tribunal consisting of three arbitrators, who will grant an award which the parties are obliged to honour. Should a party fail to honour the award, the other party may still seek relief from the courts.

This essay will discuss some of the advantages of arbitration over court litigation which are most important to the parties and the reasons why they are so. Some of the disadvantages will also be highlighted.

Efficacy

There are two elements to efficacy in the context of arbitration : firstly as a speedy means of resolving conflict and secondly maintaining the continuity of relationship between the parties having the dispute.

Section 1 of the Arbitration Act 1996 practiced in England, Wales and Northern Ireland sets out clearly that the objective of arbitration is to obtain the fair resolution of disputes by an impartial tribunal without unnecessary delay or expense. Because arbitration does not go through the inflexibility of scheduling inherent in the court system and arbitrators in principle have more flexible schedules than judges here is less likelihood of there being a delay. Parties have greater control over the timing of the arbitration proceedings.

Arbitration also leads to faster resolution because the proceedings are less formal than a court case. There is also only a limited right of appeal against arbitration awards thus ensuring that the dispute is not prolonged by a long appeal process which can mean swifter enforcement and less scope for a party to delay matters. For the parties the quicker a dispute is resolved, the faster they can focus on their core business.

Court proceedings tend to terminally rupture business relationships where the courts act as an umpire over the lawyers who dictate the intention of the parties resulting in the predominance of a boxing ring culture over a solution seeking culture. Litigation encourages a desire for vindication and public acknowledgement of a wrong suffered.
Ultimately there is one winner and one loser which is not the preferred outcome for parties having a high degree of mutuality and interdependency. Therefor parties which are very closely interlinked and want to maintain their relationship would prefer the arbitration route over court litigation.

Flexibility

Litigation is a highly formalized process with specialized rules and requires compliance by both parties failing which the court proceedings are held up. Arbitration is less formal than court proceedings and the arbitral tribunal may conduct the arbitration in such manner as it considers appropriate if the parties fail to agree on the procedure to be followed (Article 19 of the Model Law on International Commercial Arbitration).

The arbitration route allows the tribunal to adopt the inquisitorial system which involves search for the truth largely through the tribunal’s own investigations if it feels it is necessary. The advantage of the inquisitorial system is evident from the strong support for it at the level of the Small Claims Courts in the UK where arbitrators now take a more interventionist approach.1 The adversarial method of proceeding inherent in the Common Law system practiced in much of the English speaking world takes a longer time to gather evidence than the inquisitorial system.

Parties are attracted to the less formal nature of arbitration which encourages a speedier and hence less costly way of settling disputes. However, lately, arbitration has been criticised for copying court litigation and as arbitration has developed, the procedures too have become as complicated. It is hoped that the UNCITRAL Notes on Organizing Arbitral Proceedings 1996 will weed out potential problem areas.

Ability to Select Venue, Seat and Language of the Arbitration

The flexibility of arbitration extends to the freedom to choose the venue of the arbitration whether in the contract’s arbitration agreement itself or at a later stage. This decision allows parties from different legal jurisdictions and different legal systems to pick a neutral venue or a venue that is aritration-friendly or convenient for them.

The parties may also decide on the seat of the arbitration i.e. the legal jurisdiction to which the arbitration is tied. The seat dictates which national law governs the procedure. The seat of arbitration need not be in the same country as the venue, although in practice they are often the same. The seat of the arbitration is significant since it will normally determine the procedure or rules which the arbitration adopts, and the courts which exercise jurisdiction over the seat will have a supervisory role over the conduct of the arbitration. By selecting a given state as the place of arbitration, the parties place the process within the framework of that country’s mandatory national laws applicable to arbitration.

For parties of different legal jurisdictions having a single seat avoids the complications relating to conflicting laws. For example London remains one of the most popular jurisdictions for international arbitration due to the availability of fairly extensive supportive measures from the court, a lack of court intervention restricting party autonomy and a comprehensive regime in the form of the 1996 Act.

There will be certainty as to the extent by which the national court will support or intervene in the arbitral process and the extent of judicial review available to the parties. The finality of the award will also be certain and between commercial parties, finality is a priority.

Agreeing to arbitration also allows the parties to pick the language in which they would like the proceedings to be conducted. Unlike the situation where a dispute is litigated, the place of arbitration does not predetermine the language and parties can agree on the language that is most convenient.

Parties who desire more control of the setting in which the dispute is conducted as opposed to allowing the court system to determine would prefer the arbitration route.

Uniformity of the Law

As arbitration becomes an increasingly popular form of alternate dispute resolution this had led to more countries legislating laws which govern the conduct of arbitration held in that country based on the UNCITRAL Model Law on International Commercial Arbitration 1985 and the UCITRAL Arbitration Rules 1976. As a result there is growing uniformity of legislation pertaining to arbitration around the world.

Parties would feel secure knowing that the seat of arbitration that has legislation based on the Model Law would follow certain general principles outlined in the Model Law.

Enforcement of the Award

In terms of enforcement, the provisions of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (the New York Convention) make arbitration awards generally easier to enforce abroad than court judgments. There are more than 140 signatory states to the convention that have agreed to recognise and enforce awards made in territories of other signatory states.

Due to the international recognition and support that arbitration has achieved, there is widespread acceptance that agreements to refer disputes to arbitration should be upheld by the courts and awards enforced, regardless of the jurisdiction in which the agreements were made. The growth in cross-border commerce has made this increasingly important.

Access to the courts remain open to the party seeking relief should the other party fail to honour the valid award of the arbitrator in respect of matters referred to him in accordance with that arbitration agreement. Thus a dissatisfied party has recourse to the courts if he or she so wishes.

Costs

The complex procedures involved in court litigation means heavy legal costs which may be unsustainable for private individuals and small companies. Therefor in simple cases, the lower cost of arbitration can be an attractive inducement to these parties to arbitrate.

However it appears the new arbitration bureaucracy has replaced the old judicial bureaucracy. The time and expense of paper and face-to-face meetings unnecessarily contributes to the costs in many cases. There is a big question mark as to whether the cost of arbitration is lower than the cost of going to trial for more complex cases. Where a tribunal is involved, arbitrators’ fees can be relatively expensive. Apart from the arbitrator’s fees there are other incidental costs such as hire charges for the venue. Therefor costs may no longer be a factor to be considered by the parties in their choice to go for arbitration

Expertise and Knowledge

An arbitrator may have or members of a tribunal may consist of those who have the necessary qualifications and technical expertise to hear a case. This point carries even more weight in the case of a tribunal where parties are allowed to name an arbitrator of their choice, preferably one who has intrinsic knowledge of the case at hand. In litigation a judge may not necessarily understand the complexities involved in a shipping case for example. Furthermore in courts below the appellate level, judges sit alone which may further exacerbate the situation where specialist knowledge is required. Parties may come out of the courtroom feeling they may not have had a fair trial because of this.

The importance of arbitration is evident in the maritime and construction sectors where it is common, if not standard practice for commercial contracts to contain express clauses referring any future disputes to arbitration.

Privacy and confidentiality

There is an implied right of privacy in the arbitration process keeping matters private between the parties involved. The advantage over litigation which is a wholly public affair is that firstly outsiders do not get access to any potentially sensitive information and secondly the parties to the arbitration do not run the risk of any damaging publicity arising out of reports of the proceedings.

However in a recent Court of Appeal decision in England (Emmott v Michael Wilson & Partners Limited [2008]), the court acknowledged that parties to arbitration in England may generally be allowed, and may even be required, to disclose details of the arbitration where:

a.) Parties to the arbitration expressly or impliedly consent;
b.) Disclosure is reasonably necessary to protect legitimate interests of an arbitrating party (including requirements of public reporting, fiduciary obligations, auditing requirements, disclosures to insurers and disclosure in court applications);
c) A court permits disclosure (by order or leave); or
d) The interests of justice require disclosure and (perhaps) where public interest requires disclosure. 2

Disadvantages of arbitration over litigation

Subject Matter Not Capable of Settlement

The subject matter of the dispute is not capable of settlement by arbitration under the law of the relevant state e.g. criminal matters or matters of public law an example of this would be intellectual property rights. In some disputes, parts of claims may be arbitrable and other parts not. For example, in a dispute over patent infringement, a determination of whether a patent has been infringed could be adjudicated upon by an arbitration tribunal, but the validity of a patent could not as patents are subject to a system of public registration. An arbitral panel would have no power to order the relevant body to rectify any patent registration based upon its determination

Additionally an arbitrator may not have the power to grant remedies that a court can. There is support for the view that a court will refuse to stay proceedings in support of arbitration if the arbitrator cannot award the remedy claimed. In the case of Hashim bin Majid v. Param Cumaraswamy, an application to stay court proceedings was refused on the grounds that one of the remedies claimed by the plaintiff was a dissolution of the partnership and the court was of the view that this was not an issue that could be decided by an arbitrator.3

Award Not Necessarily Based on Rules of Law

An arbitrator may make an award based upon broad principles of “justice” and “equity” and not necessarily on rules of law or evidence. There is also the danger of unknown bias and competency of the arbitrator unless the arbitration agreement set up the qualifications or the organization that administers the arbitration, has pre-qualified the arbitrator.

Lack of Precedents

Since arbitration decisions are not public there is a lack of access to precedents on previous arbitration decisions. Additionally unlike litigation, the stare decisis rule does not apply. These two factors contribute to less certainty by the parties on the outcome of arbitration.

Non Adherence to Court Rules and Rules of Evidence

When the rules are not strictly adhered to this may lead to the cases where certain evidence may be admitted (for example hearsay) which is strictly not allowed in litigation due to the unavailability of cross-examination to test the accuracy of the statement.

Conclusion

Choosing which course of action to pursuit differs from one case to another. Essentially the most important factors are that arbitration offers a self help route in settling disputes outside the court system where the parties are in greater control over the proceedings.

Generally arbitration is a more efficient, less procedural and cheaper route to solving disputes although this may not necessarily be the case as arbitral proceedings become more complex.

The advantages of arbitration are more evident in cases where expertise in a certain area are required. Parties who want to maintain a harmonious relationship and who wish to have their dispute out of the public eye would also prefer the arbitration route.



































1J.Baldwin, ‘Litigants’ Experiences of Adjudication in the County Courts’, 18 Civil Justice Quarterly, January 1999, pp. 12-40 at 20.

2M.Sindler, ‘Litigation, dispute resolution and arbitration: Privacy matters’, Legal Week, July 2008.

3Hashim bin Majid v Param Cumaraswamy (1993) 2 Malayan Law Journal 20.

Terms and Conditions

Too great a willingness to classify a term as a condition encourages termination of contracts rather than their performance 

Because a contract consists of terms of varying importance it is necessary to separate the importance terms from the less importance ones. However in most contracts it will not be expressly stated whether a term is a condition or warranty which are how terms are typically classified. Because of the severe consequences attached to a breach of a condition namely resulting in the termination of the contract and the awarding of damages for any loss suffered (or alternatively in the affirmation of the contract and a recovery of damages for the breach) as opposed to a breach of a warranty which only entitled me to claim damages the courts are more cautious than willing to classify terms as conditions.

Courts would look into three ways of classifying terms into conditions or warranties – classification by the parties, statutory classification or judicial classification.

Classification by the parties puts the courts in their role squarely as an interpreter of contracts rather than a maker of them and will only consider it a condition if it has been alluded to as such by the parties. Under the doctrine of the freedom of contract, courts will also not question the parties’ own classification of the contractual term as amounting to a condition : Lombard North Central plc v Butterworth. However the courts must be satisfied that the parties intended to use the term ‘condition’ in its technical sense will be reluctant to give the meaning to the word condition merely by the parties expressly stating it as such : Schuler AG v Wickman Tool Sales Ltd.

The courts will look into what the parties had in mind when they drew up a contract and whether the parties intended it to be a condition : Couchman v Hill as well as other factors such as standard terms on contracts of a certain type as well as the views and practices of the commercial community : State Trading Corporation of India Ltd v M Goldetz Ltd.

Nevertheless the courts have had a difficult time in determining what exactly is meant by going to the root of the contract and this has lead to uncertainty exemplified in The Naxos where different levels of courts had different opinions as to whether the obligation of the seller to have the cargo ready for delivery at any time amounted to a condition or not.

The classification into a condition based on its importance could also result in injustice to an innocent party as in the case of Arcos v Ronnasen where the consequences of a breach of the condition was negligible. There would also be situations where the reason for withdrawal are wholly unrelated to the breach but rather for corollary economic reasons : The Mihalis Angelos.

This led the courts to consider a more flexible approach and to look at other approaches to redress the balance. The first is to limit the number of terms which are classified as conditions.

The second approach is to place a statutory restriction upon the right of a buyer to reject goods for example S15A of SOGA 1979 restricts the right of a buyer to reject goods where the breach is so slight and it would be unreasonable for him to reject them. Thus the buyer would only have a claim in damages.

The thirs approach is to focus more attention on the consequences of breach thereby giving courts greater remedial flexibility. A third classification of term was devised called an inonimate term which is distinguished based on the fact that a breach of this type of term would not give rise automatically to termination, the consequences would have to be serious enough to deprive the innocent party of substantially the whole benefit of what has been bargained for : Hong Kong Fir Shipping Co. Ltd v Kawasaki Kisen Kaisha Ltd.

This judicial classification was applied in the case of The Hansa Nord where even though a condition was breached the party that wanted to terminate the contract could not because the consequences were not serious. A party could also not use a minor breach by the other party to terminate a contract which has proven to be a bad bargain : Reardon Smith Line Ltd v Hansen Tangen.

The courts would also look into whether withdrawal as an exceptional form of relief be made available only where damages would not be an adequate remedy. More importance placed on the quantification of damages would negate the necessity of withdrawal as an easier route as decided in Bunge v Tradax.

Yet another approach was put forth by Roger Brownsword in his article Retrieving Reasons, Retrieving Rationality who is of the opinion that a termination of a contract should boil down to whether the innocent party had a good reason for doing so. Under this reason centered regime the courts should consider the parties’ reasons for withdrawing. Thus if an innocent party seeks in good faith to withdraw for breach then the right to withdraw should hold without restriction.