AMCI Investments P/L v Rio Doce Australia P/L

In a share sale agreement where the vendor is required to deliver historical records to the purchaser on completion, a post-completion access clause allowing the vendor access for 'any actual or threatened legal or administrative proceedings or inquiry by any Governmental Agency' will be construed so that 'by any Governmental Agency' qualifies the entire preceding expression, not merely 'inquiry', absent clear and unequivocal language to the contrary. A vendor would not ordinarily expect post-completion access to a purchaser's personnel and historical records for all litigation without clear terms.