Agent
”) on a quarterly basis for net merchandising revenue. 3.Clause 1 of the RDA provides that Pixdene is entitled to 10% of the final share of the net Paddington Bear worldwide merchandising income paid by the Agent to Paddington, after payment by the Agent of all prior participations in Paddington Bear worldwide merchandising revenue and all other deductions. 4.The dispute which is before me relates to the true construction of clause 5 of the RDA. That provides: “5.
- Paddington
- Pixdene
- Copyrights
- Agent
- During the term of this Agreement a third party auditor may, upon prior written notice to Paddington and not more than once per every two year period, inspect the agreements and any other business records of Paddington with respect to the relevant records or associated matters during normal working hours to verify Paddington’s compliance with this Agreement.”
- Third Audit
- THE ISSUES
- the CMC
- Part B Requested Documents
- Contractual construction
- The implication of terms
- D. THE RDA
- E. DETERMINATION OF ISSUES
- Who can inspect?
- Issue 2(a) – Does clause 5 require Paddington to provide Pixdene with copies of inspected documents?
- Issue 4 – Is an audit inspection under clause 5 limited to a physical on-site inspection of documents in Paddington’s offices, during normal working hours?
- in order to
- to report
- limited disclosure right
- Issue 2(b) – Does clause 5 require Paddington to provide the third party auditor with copies of inspected documents?
- Copyrights Agreement
- and not more than once per every two year period
- Issue 7 – To what extent is Paddington entitled to redact documents seen by (a) the third party auditor; (b) Suttons Solicitors [who act for Pixdene] and any other professional advisors of Pixdene and (c) Pixdene?
- F. SUMMARY AND FORM OF ORDER