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

By email dated 29 July at 9:48 Mr Mellor was emailing Mr Betesh saying that ticket revenue from 1 July would be needed to be paid over and that he would not move to the suggested end of July date. As regards heads of terms, he stressed the urgency of a new set of heads of terms being sent over. He asked if Mr Betesh was comfortable with his (Mr Betesh’s) man doing the drafting and whether he was contactable that day. Mr Betesh replied, unhelpfully, that the man was “on holiday so it may be a bit slow but I will get him on it”.

However, the 2022 Festival was now due to start in less than a week’s time. Although Mr Mellor had sought to put in place a heads of terms “so we can start paying critical people”, there was no longer time. Starting on 29 July 2022, a batch of invoices were paid (directly or indirectly) in a sum of approximately £320,000. On 2 August 2022 a second batch of invoices was paid by Tokyo (again, directly or indirectly) in a total sum of approximately £260,000. On 4 August 2022 a third batch of invoices was paid by Tokyo in like manner in a total sum of approximately £156,140. On 8 August 2022 further invoices were paid by Tokyo amounting to approximately £9,576. The relevant schedule in evidence, produced by Mr O’Sullivan, shows the payments in total to amount to £746,081 and this evidence was ultimately not challenged. As explained by Mr O’Sullivan, the relevant invoices were all re-issued in Tokyo’s name, they were checked by a number of persons (including Mr Mellor, who approved each payment), payments were processed via Tokyo’s bank account.

I am satisfied that at about this time Mr Betesh was well aware that Mr Mellor, through his company, was picking up the tab for SSD and paying (directly or indirectly) artistes and others in respect of payments needed to be made to ensure the 2022 Festival went ahead and that in broad terms he knew perfectly well the sort of financial commitment Tokyo was making. His oral evidence that he knew that Mr Mellor was or would shortly be paying for things (through his company) in connection with the 2022 Festival, but that he did not know at what level is not credible. He, in effect, controlled SSD and had been the source from which Steve Davis had urgently been seeking more funding to let planning go ahead and avoid cancellation of the 2022 Festival. He was constantly getting emails about the 2022 Festival and was negotiating a deal with Mr Mellor which would require him to have kept on top of things as they developed.

I accept Mr Mellor’s evidence that:

“ on the basis that we had an in principle agreement I felt we could now proceed and effectively at that moment Tokyo took over from SSD Music and assumed the role of the event organiser of the Bingley Festival. Our communications move into Tokyo taking over the running of the Bingley Festival [and he refers to various contemporaneous emails showing this].”

I also accept his evidence (which as regards what actually happened is borne out by the contemporaneous documents) that:

“For something like this we would usually use a Special Purpose Vehicle (SPV). However as a result of not having the time to, we used Tokyo, then named Tiki-o (Bradford) Ltd, a dormant company in which I owned 100% of the share capital – had the transaction completed I would have used this company to complete the £1 purchase. Tokyo already had a bank account, which meant faster and swifter payments. Without this, for us to set up a new company bank account, it could easily take 3 to 6 months, which would mean the festival could not be funded. Tokyo was also used as it was an entity with no prior liabilities, which made accounting simpler; and Tokyo was already part of the Tokyo group structure, and was therefore a very appropriate entity to proceed with. I made it clear to Mr Betesh and Steve Davis that Tokyo was Tokyo Group’s operating entity in this deal. Invoices would be addressed to and paid by Tokyo. They never expressed confusion or concern at the time. Suppliers were all told to re-address invoices to Tiki-o (Bradford) Ltd i.e. Tokyo for payment and subsequently invoices were sent to and paid by Tokyo.”

I also accept Mr Mellor’s evidence that matters proceeded, not just from Tokyo/Mr Mellor’s perspective but also from the stance taken by Steve Davis and by Mr Betesh that “Option 1” was agreed and it was on that basis that Tokyo took over the running and funding of the 2022 Festival the idea being that the paperwork would, as Mr Mellor expressed in in cross-examination “catch up” later on:

“26.

Mr Davis, with the knowledge and approval of Mr Betesh, emailed me a list on 2 August 2022 [reference] setting out the payments needed to book artists and venues for the Bingley Festival. Mr Davis and Mr Betesh were aware that Tokyo was funding payments, it is irrelevant that Tiki-o (Bradford) Ltd was used, I owned 100% of that company and Tokyo Group funded Tokyo to make the payments (Tokyo is Tokyo Group and vice versa); Mr Davis sent them to me for confirmation and invoices were addressed to and paid by Tokyo [reference] I was fully aware of all invoices and payments, Finance would send me an Excel spreadsheet with all payments on which I would then approve (via email response). Although I repeatedly requested formal Heads of Terms urgently after 28 July (we wanted these to pay critical people and to have clarity), Mr Betesh failed to provide them. However, Mr Betesh's acceptance of Option 1 and ongoing communications from Steve Davis (SSD Music's only Director), together with their silence on any disagreements, reinforced my understanding that Option 1 governed our relationship and Tokyo would now run Bingley, cover the costs, and receive the ticket revenue post-1 July 2022 as well as purchase of the shares of SSD.

27.

Further emails show that I was now involved in getting the Bingley Festival running and increasing sales, including [reference] trying to increase marketing of the event to boost ticket sales, ensuring that the event would attract enough attendees to mitigate losses. Despite the urgency, Mr Betesh and Steve Davis never objected to Tokyo funding and taking over the organisation of the festival in full. They continued to send requests for payments, treating Tokyo as the de facto event organiser. If they had any issue with Tokyo’s role, they did not voice it. Indeed Mr Betesh failed to even attend any aspect of the festival and Steve Davis only attended very briefly and assumed no control, management or organisation. From 29 July 2022 onwards, Tokyo took immediate steps to salvage the festival. It was Tokyo teams dealing with Police Licensing, SAG (Safety Advisory Groups), festival landlords, the Rugby Club. Tokyo was now the organiser. On 2 August 2022, I emailed Mr Betesh confirming that we were proceeding on the agreed Option 1 and that if, for any reason, it did not proceed, Tokyo would be entitled to the ticket sale revenues and cost recovery. Mr Betesh did not dispute this.”

The 2022 Festival duly took place between 5 and 7 August 2022.