LGM & Cam (No. 2)

The case of *LGM & Cam (No. 2)* concerned a dispute between LGM and Cam, with O'Ryan J presiding in the court. The core of the disagreement revolved around the interpretation and application of certain provisions within a deed, specifically concerning the calculation of a deferred consideration payment. LGM sought to recover a sum it alleged was due under the deed, while Cam disputed this entitlement.

The primary legal issue before the court was whether the calculation of the deferred consideration, as determined by Cam, was correct according to the terms of the deed. This involved a close examination of the contractual language used to define the relevant financial metrics and the method for their aggregation. The court was required to ascertain the parties' intentions as expressed within the deed itself.

O'Ryan J's reasoning focused on a textual analysis of the deed, giving paramount importance to the plain meaning of the words used. The court considered the definition of "Net Profit" and how it was to be adjusted for specific items, including "Exceptional Items." The central point of contention was whether certain costs incurred by Cam constituted "Exceptional Items" that should be excluded from the Net Profit calculation, thereby reducing the deferred consideration payable to LGM. The court concluded that the costs in question did not meet the criteria for "Exceptional Items" as defined in the deed, and therefore, Cam's calculation was incorrect.

Consequently, O'Ryan J ordered that Cam pay LGM the sum of $1,100,000, representing the correct calculation of the deferred consideration.