AAV Australia Pty Limited v Regency Media Pty Limited

AAV Australia Pty Limited (the plaintiff) sued Regency Media Pty Limited (the defendant) over alleged breaches of a joint venture agreement. The plaintiff claimed that the defendant had failed to pay it the full amount of the distribution it was owed. The case was heard in the Federal Court of Australia. The plaintiff sought a declaration that it was entitled to receive the full distribution, an order for the defendant to pay the full amount, and interest and costs.

The court considered the construction of certain phrases in the joint venture documentation, specifically "as at 5pm on day of Completion" and the meaning of "Close of Business". The court examined the surrounding circumstances and whether the relevant documents were bank statements. The court also considered the commercial objective of the joint venture and the inter-bank payment systems and transactions relevant to the case.

The court found that the phrase "as at 5pm on day of Completion" referred to the time at which the distribution was to be calculated, and that the meaning of "Close of Business" was not determinable from the documentation alone but required consideration of the surrounding circumstances. The court also found that the relevant documents were not bank statements, but rather records of inter-bank transfers. The court concluded that the plaintiff was entitled to receive the full distribution, and ordered the defendant to pay the full amount, interest, and costs.

The court made orders consistent with its findings, including an order for the defendant to pay the full distribution amount, interest, and costs. The specific details of the orders are set out in paragraph 70 of the judgment.