Management and reporting obligations in a joint venture agreement (development programs, monthly reports, joint venture bank accounts, books and records) are not essential terms where they regulate the manner of working towards the central objective and could each be breached in an immaterial way. The existence of a contractual mechanism for notice and opportunity to remedy breach (cl 19) is an indicator that the parties did not intend strict compliance to be essential. A party's expressed desire to continue with the joint venture, combined with the stalled nature of the venture, may negate any inference of repudiatory intent from breaches of such obligations.
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3 of the 12 citing cases carry a classified treatment. How each court treated it is available to signed-in members.