The Orion Publishing Group v Novel Entertainment, High Court
Orion assigned its rights in a children’s character to Novel Entertainment in return for royalties. Orion exercised its rights under the assignment agreement to inspect Novel Entertainment’s books of accounts. Novel Entertainment agreed, but a dispute arose over the scope of “relevant books of account” and whether Orion’s representatives could take copies.
The High Court said that the terms “relevant books of account” did not have a particular legal meaning. Its meaning should therefore reflect anything given to it by a reasonable person in the parties’ position. The documents would not be limited to those for accounting purposes, but extended to receipts and documents which backed up the royalty amounts. In addition, not to allow the inspector to take copies of the documents would give an uncommercial construction of the clause. The agreement did not prohibit copies from being taken and Orion was already under a duty of confidentiality according to the agreement.
So all was well that ended well and they all lived happily ever after.