Regency Media Pty Ltd v AAV Australia Pty Ltd [2009] NSWCA 199

Regency Media Pty Ltd v AAV Australia Pty Ltd [2009] NSWCA 199

The objective intention of the parties in entering the Letter Agreement was to provide certainty as to when the Distribution was to be determined. On its proper construction, "close of business" meant 5 pm on the day of Completion, and the relevant credit balances were those stated in the Bank Statements as at that time. The transaction listings, and in any event the National Australia Bank email confirming balances as at 5 pm, satisfied the contractual definition of "Bank Statements". The online statements generated on 3 July 2006 did not fit the definition, and the Sony payment was therefore not part of the Distribution payable to the respondent under the Letter Agreement.

Jurisdiction
Australia
Judgment Date
15 July 2009
Procedural Posture
Contract Appeal / Appeal From District Court Judgment
Outcome
Appeal allowed; District Court orders set aside; respondent's claim dismissed with costs.
Legal Topics
['construction and Interpretation of Contracts' 'meaning of "close of Business"' 'meaning of "bank Statements"' 'share Sale Deed' 'joint Venture Termination']
['contract Law'] ['construction and Interpretation of Contracts' 'meaning of "close of Business"' 'meaning of "bank Statements"' 'share Sale Deed' 'joint Venture Termination']

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Procedural Posture

Contract Appeal / Appeal From District Court Judgment

Legal Issues

  1. 1 ['Whether the Letter Agreement required the Distribution to be calculated by reference to credit balances at 5 pm on the day of Completion or by reference to transactions later treated by the bank as credited on that day.' 'Whether the Sony Pictures Home Entertainment Pty Ltd payment was part of the credit balance to be included in the Distribution payable to the respondent.' 'Whether the transaction listings and/or bank email were "Bank Statements" within the meaning of the Letter Agreement.']

Ratio Decidendi

The objective intention of the parties in entering the Letter Agreement was to provide certainty as to when the Distribution was to be determined. On its proper construction, "close of business" meant 5 pm on the day of Completion, and the relevant credit balances were those stated in the Bank Statements as at that time. The transaction listings, and in any event the National Australia Bank email confirming balances as at 5 pm, satisfied the contractual definition of "Bank Statements". The online statements generated on 3 July 2006 did not fit the definition, and the Sony payment was therefore not part of the Distribution payable to the respondent under the Letter Agreement.

Court Disposition

Appeal allowed; District Court orders set aside; respondent's claim dismissed with costs.

Orders

  • ['Appeal allowed.' 'Set aside the orders made by Rolfe DCJ on 26 June 2008.' "The respondent's claim is dismissed with costs." "Order that the respondent pay the appellant's costs at first instance and of the appeal. The respondent is to have a certificate under the Suitors' Fund Act 1951 if otherwise qualified."]