BL-2023-NCL-000014 - [2025] EWHC 2074 (Ch)

Fecha: 07-Ago-2025

2017-18

2017-18

53.

In September 2017 a company called SSD Group Holdings Limited (“SSD Group Holdings”) was incorporated. The two initial shareholders were Steven Davis, as to 60%, and Paul Davis, as to 40%. Each was a director.

54.

By agreement dated 2 October 2017, Ticketline agreed with SSD Group Holdings to provide ticketing and ancillary services for the sale of tickets (including E-tickets) for events promoted or co-promoted by SSD Group Holdings during the term of the agreement (the “2017 Agreement”). In return, SSD Group Holdings agreed to use Ticketline for the sale of tickets for its events on a Main Agent basis, that is as the official seller for the events. The agreement was to last for a renewable period of three years.

55.

Under the 2017 Agreement, the fee structure was as follows. At the point of sale of tickets, Ticketline was entitled to retain the “Booking Fee” which was a fee chargeable to members of the public purchasing tickets. Schedule 1 of the 2017 Agreement provided that Ticketline’s booking fee would be, subject to a minimum fee of £1 in respect of tickets in the same price band, 10% of the face value of the ticket. Of this 10%, a rebate of 50% was payable to SSD Group Holdings on each ticket sold (and not returned or refunded) but effectively at the end of the day, as I shall go on to explain.

56.

In addition, Ticketline was entitled to charge a Delivery Fee, as part of the price of a ticket, to the relevant member of the public in respect of tickets sold and despatched directly by Ticketline to a customer. The precise sum of the Delivery Fee depended upon the mode of despatch.

57.

Under clause 8 of the 2017 Agreement, the broad manner in which funding and reward for selling tickets operated was as follows:-

(1)

Ticketline would advance £360,000 to SSD Group Holdings within 3 days of the signing of the agreement (the “Advance”).

(2)

Ticketline would retain the entire Booking Fee. However, the Advance would be set off against the Initial Rebates (i.e. the 50% of the 10% Booking Fee to which, ultimately and otherwise SSD Group Holdings was entitled and described as a “rebate”).

(3)

The actual ticket monies (ie. face value of the ticket and leaving aside extra elements of Booking and Delivery Fees) would be paid for each event to SSD Group Holdings by Ticketline on a weekly basis (clause 8.3) though this was subject to clause 8.4, which provided that whilst the Advance was being recouped against Rebates (i.e. SSD Holdings’ 50% of the Booking Fee), Ticketline would only pay ticket monies that it had taken from customers “upon settlement of the events”. Once the Advance was fully recouped, Ticketline was to pay the remaining applicable Rebates together with the ticket monies to SSD Holdings during settlement.

(4)

Once the Advance had been fully recouped then the parties were to enter into good faith discussions with a view to securing a further advance payable no later than 6 months after recoupment of the Advance. The value of the further advance was to be agreed taking into account the number of events that had taken place and the growth of SSD Holdings during the recoupment of the initial Advance.

(5)

Ticketline was to be entitled to adjust reported ticket sales to reflect reporting inaccuracies or to take into account refunds resulting from fraudulent activity or other exceptional events.

(6)

Ticketline was authorised to self- bill, using SSD Holdings VAT number, for the face value of ticket sales (defined as “Ticket Income” and excluding Booking and Delivery Fees). This suggests that SSD Holdings would invoice Ticketline for the Ticket Income (but that Ticketline would be responsible for actually carrying out the invoicing on SSD Holdings behalf). This also suggests that until invoiced and paid over or otherwise accounted for to SSD Holdings, Ticketline would own the Ticket Income but be under a duty to pay an equivalent sum to SSD Holdings. There were provisions on the agreement to allow SSD Holdings to bring to an end Ticketline’s self-billing rights.

(7)

In the event of postponement or cancellation of an event, SSD Holdings agreed and undertook to reimburse Ticketline in full in respect of all monies received from Ticketline in relation to that event. This suggests that Ticketline would have the liability to members of the public buying the ticket to reimburse/compensate in the event of cancelation/postponement of events. Further, the indemnity was only in respect of sums received by SSD Holdings: it did not encompass sums retained by Ticketline (whether in terms of Booking Fee or the face value of the tickets less certain fees (the Ticket Income), not yet received by SSD Holdings.

(8)

Ticketline was not liable to refund Booking Fees it had collected, by reason of cancellation or postponement of an event.

(9)

SSD Holdings was to insure its liability in the event of cancellation of an event or other eventualities leading to a cancellation of an event. Ticketline’s interest was to be noted on the policy.

58.

Clause 9 dealt with customer (that is members of the public buying tickets) “chargebacks”. Subject to a time limit and to prompt notification and provision of evidence by Ticketline, SSD Holdings agreed to indemnify Ticketline in respect of the same.

59.

According to Mr Betesh, the 2017 Agreement formed the basis of the subsequent relationship between SSD Music/Steve Davis and Ticketline and was renewed orally. However, there is no explanation as to what, if any, sum was agreed to be advanced (and on what terms) under replacement oral agreements replicating the 2017 agreement. This is a point of especial significance given, as I explain below, that Ticketline also seems to have entered into separate loan agreements with IG Industries which were not structured as “forward funding” but rather as ordinary loans (often secured by debenture and/or guarantee) to the holding company of the promotor.

60.

Although Mr Betesh says in his witness statement that Steve Davis operated his events through SSD Music which “was reflected” in the 2017 Agreement, it is notable that the 2017 Agreement was entered into by SSD Group Holdings, not SSD Music, and that SSD Music is not mentioned in the 2017 Agreement. Indeed, it is SSD Group Holdings which is stated in that Agreement to be the promoter of “Events” as defined in the Agreement.

61.

In his witness statement, Mr Betesh also says that Steve Davis first used Ticketline’s ticketing services “in or around” 2017 and that the arrangement was “the standard one” by which Ticketline acted as ticketing agent and paid the ticket sales onto SSD Music whilst retaining its (Ticketline’s) commission. He says that forward funding only arose in or around the Summer of 2018 when Steve Davis approached him to consider whether Ticketline would forward fund the 2019 Bingley Festival (by then Ticketline having acted as ticket agent for about 236 events organised by Steve Davis and SSD Music). Forward funding for the 2019 Bingley Festival was, says Mr Betesh, agreed and effected in about November 2018. No agreement or written evidence of such agreement for this forward funding nor indeed any other festival or event has been produced save the 2017 Agreement. The 2017 Agreement itself appears to envisage forward funding (though by way of general loan rather than loan for a specific event) which makes the detail of Mr Betesh’s evidence difficult to follow.

62.

The agreements thereafter, Mr Betesh says, in his witness statement, “mirrored” Ticketline’s “existing structure” with other promoters: “in that [Ticketline], as the sole ticketing agent, would process the sale of all tickets and would recoup the amount forward funded from the proceeds of the sale of tickets”. Detail is singularly lacking. Further the limited recourse to part of the Booking Fee to reimburse advance funding, rather than to the full ticket sale proceeds, which was what the 2017 Agreement provided for was not further explained nor was it suggested that the terms were substantially varied.

63.

I should at this point also deal with Ticketline’s position as a member of the Society of Ticket Agents and Retailers (“STAR”) and the terms and conditions which it applied to its ticket sales. . According to the STAR website Ticketline joined in 2011. STAR is the self-regulatory body for the entertainment ticketing industry in the UK. Its function is conveniently taken from its website:

“As well as working with government and other bodies for the benefit both of consumers and the ticketing industry, STAR offers general advice and information on ticket buying and provides an approved dispute resolution service for customers who have an unresolved problem with their purchase from a STAR member.
….
Buying entertainment tickets from a STAR member – in person, by phone or online – enables you to buy with confidence. All STAR members sign up to our Code of Practice, which requires them to treat customers fairly and make all transactions clear and straightforward.”

64.

The STAR logo utilises a padlock (with a star on it) within a box. At the side is a pronouncement or slogan as below: