Pixdene
Limited (“Pixdene”) which had an existing right to a share of the net merchandising income from the worldwide exploitation of the Paddington Bear merchandising rights (the “RDA”). The RDA is a short four page document consisting of three recitals and nine clauses. Paddington and Pixdene are the only parties to it.2.The third recital to the RDA states that Paddington had licensed the worldwide merchandising rights in Paddington Bear to a company called The
- 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