Columbia Tristar Home Video (International) Inc. v Polygram Film International BV [2000] EWCA Civ 32 (8 February 2000)

Columbia Tristar Home Video (International) Inc. v Polygram Film International BV [2000] EWCA Civ 32 (8 February 2000)

Polygram's obligation under Clause 17(d) to maintain complete books and records extends to ensuring that Columbia is afforded access to all documents evidencing expenditure on production and P&A, whether held by Polygram or by third parties, for the purpose and period specified in the agreement. Compliance may be achieved by Polygram maintaining such records itself or procuring access to them through others.

Citation
[2000] EWCA Civ 32
Parties
Plaintiff/respondent: Polygram; Defendant/appellant: Columbia
Jurisdiction
England and Wales
Judgment Date
08 February 2000
Procedural Posture
Civil Appeal / Appeal From Order of High Court (mr Justice Timothy Walker) on Preliminary Issues
Outcome
Appeal allowed in part
Legal Topics
Contractual Construction, Audit Rights, Film Industry Output Agreements, Obligations to Maintain Records
Contract Law Commercial Law Contractual Construction Audit Rights Film Industry Output Agreements Obligations to Maintain Records

Case Brief

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Parties

Polygram

Plaintiff/respondent

Columbia

Defendant/appellant

Procedural Posture

Civil Appeal / Appeal From Order of High Court (mr Justice Timothy Walker) on Preliminary Issues

Legal Issues

  1. 1 What is the extent of Polygram's obligation to maintain books and records under Clause 17(d) of the output agreement?
  2. 2 Does Polygram's obligation require it to have in its possession, or provide access to, all underlying production and P&A documentation, including those held by third parties?
  3. 3 Is Columbia entitled to audit all such records, and what constitutes compliance by Polygram?

Ratio Decidendi

Polygram's obligation under Clause 17(d) to maintain complete books and records extends to ensuring that Columbia is afforded access to all documents evidencing expenditure on production and P&A, whether held by Polygram or by third parties, for the purpose and period specified in the agreement. Compliance may be achieved by Polygram maintaining such records itself or procuring access to them through others.

Court Disposition

Appeal allowed in part

Orders

  • Appeal allowed with costs to appellant as per draft order;
  • Matter remitted to High Court for further consideration of whether Polygram is in breach under the clarified construction and whether Columbia has an arguable defence to summary judgment.