Paddington
Bear surely needs no introduction, being such a well-loved character that Her Late Majesty the Queen was filmed taking tea with him during her recent Platinum Jubilee celebrations. However, anyone opening this judgment hoping to read an interesting, perhaps illustrated, intellectual property case about the rights in Paddington Bear will be disappointed. It concerns the proper contractual interpretation of an audit clause in a royalty distribution agreement entered into on 12 March 2013 between Paddington and Company Limited (“Paddington”), which then, as now, owned the intellectual property rights in and arising out of Paddington Bear, and
- 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