AAV Australia Pty Limited v Regency Media Pty Limited [2008] NSWDC 106

New South Wales District Court

CITATION: AAV Australia Pty Limited v Regency Media Pty Limited [2008] NSWDC 106

HEARING DATE(S): 19/5/08 - 20/5/08

JUDGMENT DATE: 19 June 2008

JURISDICTION: Civil

JUDGMENT OF: Rolfe DCJ

DECISION: See paragraph 70 of Judgment

CATCHWORDS: Joint Venture documentation - Commercial objective - Claim by Plaintiff that the defendant failed to pay it the whole of the Distribution required - Consideration of inter-bank payment systems and transactions - Construction to be given to words "as at 5pm on day of Completion" in the Joint Venture documentation - Meaning of "Close of Business" - Consideration of surrounding circumstances - Consideration of whether documents were "bank statements".

LEGISLATION CITED: Evidence Act

Pacific Carriers Limited v BNP Paribas (2004) 218 CLR 451 CASES CITED: Toll (FGCT) Pty Limited v Alphapharm Pty Limited (2004) 219 CLR 165 Ryledar Pty Limited v Euphoric Pty Limited (2007) NSW CA at (264) - (265)

PARTIES: AAV Australia Pty Limited (Plaintiff) Regency Media Pty Limited (Defendant)

FILE NUMBER(S): 2577/07

COUNSEL: A G Bell SC with C N Bova R Newlinds SC with P Silver

JUDGMENT

1 The plaintiff was the owner of all of the shares in the issued share capital of AAV Duplication Services Pty Limited ("AAVD").

2 From around 1 July 2003 AAVD and the defendant were parties to an unincorporated joint venture known as the "AAV Regency Joint Venture" (the "Joint Venture"). The business of the Joint Venture concerned the duplication and manufacture of audio and audio-visual home entertainment products. It was operated through AAV Regency Management Pty Limited (the "Manager") and AAV Regency Pty Limited (the "Sales Agent"). Shares in both the Manager and the Sales Agent were held by AAVD and the defendant.