Case No. IP-2021-000073

30.Paddington makes the general submission that Pixdene is asking the court to construe clause 5 in a way that gives rise to additional rights and obligations which are “legally, logically and linguistically different” to the plain meaning of the words of clause 5, without any justification. It asks me to carry out my task of construing the clause with the context in mind, which includes that:i)The RDA was a professionally drafted agreement between two legally represented parties;ii)It expressly says that it is intended to “formalise” the parties’ rights and obligations; andiii)In the absence of any ambiguity, the words chosen by the parties should be given their natural meaning.31.I accept (ii) which is clear on the face of the RDA, and (iii) which I have already identified as a relevant principle in my section on the relevant law. In relation to (i), I have no direct evidence on the point, but am satisfied on the balance of probabilities that Pixdene, at least, was legally represented at the time, for the following reasons: (a) as I have set out, the RDA, although short, contains some sophisticated and non-standard provisions which strongly suggest they have been professionally drafted and negotiated, particularly in relation to rights of first refusal etc; (b) the copy of the RDA in the bundle discloses that on 13 March 2013, the day after execution of the RDA, it was faxed from Suttons Solicitors, who act for Pixdene in these proceedings and I infer were also advising Pixdene on the RDA; and (c) the RDA gives Pixdene’s address as “c/o 15 Thayer Street, W1U 3JX” which was the address of Suttons Solicitors at the time.32.However also part of the context is that, as Pixdene submits, clause 5 is drafted for Pixdene’s benefit. Without this audit right, Pixdene would have no way of verifying whether Paddington had complied with its obligation to pay Pixdene royalties under clause 1 of the RDA.33.I will deal with the issues out of order, as I find it convenient to address them this way.