JUDGMENT

Lord Nicholls of Birkenhead J:

[1] This appeal and cross-appeal from a decision of the Court of Appeal of New Zealand raise questions on the proper interpretation of a written agreement between the parties and questions of fact. No point of law of general importance is involved. The judgments in the courts below set out the basic facts very fully; the judgment of Williams J in the High Court covered 125 pages of the record of the proceedings, and the judgment of the Court of Appeal 35 pages. It would be of no assistance to the parties, or anybody else, for their Lordships to recapitulate the background facts yet again.

[2] Their Lordships will therefore turn straight to the issues raised by the respondent Morrison Industries Limited ("Morrison") in its cross-appeal, after referring to the principal terms of the parties' agreement. The agreement was dated 29th September 1986. By this agreement the appellant Masport Limited ("Masport") agreed to buy from Morrison all its stock, including raw materials, work in progress, spares and finished goods located in New Zealand or Australia. The purchase price was to be "the aggregate book value of the assets as at 31 December 1986 using