Day 083 - 06 Feb 95 - Page 29


     
     1        does not blur really the reality that the McDonald's system
     2        is a very unified, controlled system with full access for
     3        the Corporation, not only in terms of documents, of course,
     4        but other things.
     5
     6        I do not know how you feel about the authorities, whether
     7        because of the contractual clarity whether, in fact, they
     8        would apply in this case in any event, and whether we need
     9        to go into what the authorities say.
    10
    11   MR. JUSTICE BELL:  I would like to think about it but at the
    12        moment, unless you have an argument to the contrary, it
    13        seems to me that the test is that which was set out in Lord
    14        Justice Shaw's judgment and Lord Diplock's speech.  I will
    15        think further as to whether there is the gloss which
    16        Mr. Rampton contends for as set out in the Chancery cases
    17        where, in effect, a right to production may be for the
    18        purposes of the contract between the parties only.  The
    19        best illustration I can try to give you to help you in
    20        relation to those specification documents would be any
    21        right to obtain production, not just inspection but
    22        production, of the documents would be for the purposes of
    23        quality assurance checks, as opposed to for the purposes of
    24        this litigation, for instance.
    25
    26   MR. MORRIS:  Yes, but I do not think that is -- I think the
    27        contracts to me seem absolutely clear.  They do not
    28        distinguish, they do not -- to me, the contracts specify
    29        that McDonald's has the right of access, inspection, which
    30        would include copies on any relevant documents.  Obviously,
    31        if a company has some documents that are not relevant to
    32        McDonald's, that is another thing, but it does not say,
    33        I think it would be absurd to say, that the clear tenor of
    34        all the contract is that McDonald's has the right of access
    35        to documents it thinks are necessary for itself, which is
    36        the important thing.  In reality, that is what happens,
    37        whatever -----
    38
    39   MR. JUSTICE BELL:  That is the one thing the authorities tell me
    40        I have to ignore, is it not, whatever the reality of the
    41        situation may be?  I mean, that was part of Lord Denning's
    42        judgment related to that.
    43
    44   MR. MORRIS:  I think the contracts are pretty clear in this case
    45        and backed up with the oral contracts and evidence that we
    46        have heard.
    47
    48   MR. JUSTICE BELL:  You can come back during the course of your
    49        submissions on the other matters on your list to say
    50        anything further you want to say about that.  But when you 
    51        are going through documents in relation to which you say 
    52        you should have further discovery, it seems to me you have 
    53        to apply your mind to -- let us suppose I said that the
    54        legal position was as set out by Lord Justice Shaw and Lord
    55        Diplock, i.e. only those documents which either of the two
    56        Plaintiffs have an immediate and enforceable right to get
    57        hold of, not just a reasonable expectation that if they ask
    58        for them they will actually be provided.  Then, if you are,
    59        for instance, going through documents in relation to --
    60        just as an example -- Brazilian, Costa Rican or Guatemalan

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