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

Meanwhile, Mr Mellor had been chasing a draft heads of terms. By email dated 2 August Mr Betesh emailed Mr Mellor to tell him that the heads of terms had come over to him that day and he had sent it back to be amended. He would let Mr Mellor know as soon as he had them back.

I consider that it is fairly clear that Steve Davis, speaking for SSD Music or for the shareholders other than Ticketline or its associates, was aware of the proposed deal and agreed to it (in principle). On 1 August 2022, Mr Betesh sent him an email attaching a paper with the electronic name of SSD Position.docx which he described as something which “protects us from someone challenging the deal with Tokyo” and asking that Steve Davis put in any other information that he thought wad relevant to say that this “is the best investment deal for SSD”. On 2 August Steve Davis replied, sending a revised version and saying that it was “pretty much bang on so have added little.” I should add that emails after the 2022 Festival demonstrate that Steve Davis was also pressing Mr Betesh to honour the deal reached between Mr Mellor and Mr Betesh and give effect to Option 1. This again confirms that Steve Davis, as director of SSD Music and therefore SSD Music was behind and agreeable to the deal.

To say, as did Ticketline in further information provided pursuant to a CPR Part 18 request, that neither IG Festivals nor SSD consented to or agreed to the terms of Option 1 as outlined in the Options email was, in my judgment, and at the best, economic with the truth. Mr McGarry submitted that SSD Music was not a party to the current proceedings and Steve Davis had not given evidence. It was, he submitted, not shown that SSD Music had even reached agreement in principle along the lines of Option 1. I disagree.

A draft of the position paper was belatedly produced for me in the course of the trial. On its face it is written by Steve Davis “as sole director” of SSD. It demonstrates the knowledge of Mr Betesh regarding SSD’s position and also his de facto control over SSD in drafting a document for its sole director to sign. The penultimate paragraph of the draft document is as follows:

“ Conclusion: I am left with no alternative other than to negotiate terms with Tokyo so that the Bingley Weekender can proceed. I am of the view that this is in the interest of SSD’s creditors.”

Also, by email dated 2 August 2022, Mr Mellor replied to Mr Betesh saying (among other things):

“Thanks for the update Paul. Please send ASAP, I am proceeding on the basis of our deal as agreed.

And on the assumption if that cant or doesnt happen for whatever reason then we will need full ticket money and cost recovery for any shortfall as you’d expect.”

He went on to express various concerns about matters emerging at that time.

Eventually, by email dated 9 August 2022, Mr Betesh sent Mr Mellor version 5 of a document named “Settlement Agreement”. The covering email referred to the attached “Heads” said to have been drafted up “to best reflect the following agreement and Tokyo’s commitment to seeing through Bingley and the other events that SSD Music currently have on sale for which Ticketline have sold tickets”. Option 1 from the earlier email was then set out on a cut and past basis. Mr Betesh went on to say:

“Because of the potential insolvency position of SSD Music, the VAT rebate has been labelled as a 'purchase price’ within the Heads, as a mechanism to fulfil what has been agreed. This in no way changes the terms of Option 1 above just safeguards the VAT”.

The August Settlement Agreement was to be made between (1) IG Industries (the “Parent Company”), (2) SSD Music; (3) Ticketline and (4) Tokyo Industries [ ] Limited. It had a its head in typed format “Dated this [ ] day of August 2022”

In oral evidence Mr Mellor denied that Mr Betesh was not well aware that it had been Tokyo Industries that had been paying relevant sums on behalf of SSD Music. He accepted that the drafter, Mr Betesh’s “man” did not have the full details and that it would have been for him, Mr Mellor ultimately to confirm the full name of the relevant Tokyo entity.

I should also say that Mr Betesh accepted in cross-examination that the terms set forth did not match Option 1 and that he was trying to renegotiate the deal after Tokyo had incurred the costs.

The recitals were as follows:

“B. The Parent Company is the sole shareholder of the SSD Music, IG Festivals Limited (11740186) (‘IGFL’) and SSD Venues Limited (11740170) (‘SSDVL’);

C. SSD Music is the organiser and host of a musical concert and event known as the ‘Bingley Weekender’ (the ‘Event’) which is schedule to proceed on the weekend of the 5, 6 & 7 August 2022. SSD Music has also commenced the process of sales in respect of other events and as particularised in the attached Schedule (hereinafter referred collectively as ‘Future Events') and from which they have secured revenue (‘Future Events Revenue’);

It is significant that the recitals repeat the position regarding Ticketline being liable to refund tickets in the event of cancellation of the 2022 Festival (something Mr Betesh denied in his oral evidence).

It is also significant that the draft agreement recognises in terms that the debt owed to Ticketline was technically a debt owed by the parent of SSD Music, not SSD music itself.

As regards the body of the Heads of Terms or Settlement Agreement, in summary:

Clause 3, regarding the future (i.e. when the agreement was made) setting off of a debt owed by Ticketline to SSD Music in respect of ticket sales against the loan made by Ticketline to IG Industries is highly significant. It confirms that no set off had yet occurred nor had the obligation of Ticketline to pay ticket sale proceeds to SSD Music otherwise been discharged.

When asked in cross-examination about this heads of terms and how it (a) confirmed the liability of Ticketline to refund ticket sale monies to ticket purchasers in the event of the 2022 Festival being cancelled and (b) recognised an obligation on Ticketline to account to or pay over to SSD Music the proceeds of ticket sales for the 2022 Festival, Mr Betesh repeated his position that neither of these stated matters were true. He said, again, that Mr Mellor insisted on these matters as components of any deal and agreement and that he didn’t think it was “worth arguing” over their inclusion. It was put to him clearly and fairly that, in light of his further answers denying that he had mislead his (or Ticketline’s) lawyers, Aticus Law, who had drawn up the various versions of the Heads of Terms/Settlement Agreement, he was saying that they were complicit in drawing up a document containing (according to him) false statements in the respects identified, he confirmed “That is the case”.

I should at this point interpose into my contemporaneous chronology, a small part of the chronology of the trial. Shortly after the evidence of Mr Betesh that I have just summarised was given, Aticus Law indicated that it would have to withdraw from the case on the grounds of a conflict. I granted time for the matter to be considered by Aticus Law and by Mr McGarry. The upshot was that Aticus Law kindly agreed to remain and continue to take notes of Mr Betesh’s oral evidence but thereafter they withdrew. Mr McGarry, having considered the matter carefully, felt able to continue to act and in due course did so by way of direct access.

On 12 August 2022, Mr O’Sullivan’s team raised an invoice for £119,690 to Ticketline being the amount that they had been told was due from ticket sales after 1 July 2022. This was in line with Option 1 and the Settlement Agreement.

On 31 August 2022 Mr Mellor emailed Mr Betesh, Steve Davis and Adam Bolger expressing concern and exasperation that the deal was no closer to being formalised and suggesting that if the parties no longer wished to pursue the deal that hey repay Tokyo the £746,000 odd that it had paid out on the 2022 Festival. The deal either needed to be concluded that week or the £746,000 odd repaid.

On 2 September 2022, Mr Betesh said that they were “looking at various options on how to move forward on this” and that they would revert.

By email dated 13 September, having chased by email dated 6 September 2022 to no effect, Mr Mellor messaged Steve Davis, Adam Bolger and Mr Betesh:

“Guys this isn’t my battle - I’ve stepped in to save all your asses & worked the whole festival for free

You need to agree now to complete on the deal or get me my money back - reneging & keeping the ticket money isn’t possible

Later that day, at about 22:00 Steve Davis emailed, apparently, Mr Bolger and Mr Betesh in terms which are significant (especially regards ticket sale proceed refunds and how Mr Betesh treated SSD as “his” (or Ticketline’s)). The first part of that email reads as follows:

“One way or another this needs to conclude.

In good faith you agreed to the terms below when Aaron came in at the last minute as you could not cash flow the festival as promised to myself and ssd senior management team.

I understand that your circumstances changed due to the court case involving Rob Da Bank and from that I was forced to find the funding to avoid the 707k of refunds and the total collapse of SSD Music Ltd and the holding company you own the majority of.

As that was the case I went out to seek someone else to take over the finance of the event and y our shares in the business that Adam asked me and we also spoke about to protect ticketline from 750k + worth of refunds.

Aaron stepped in on the terms below and the email you replied to agreeing to option 1. The heads of terms he was provided did not reflect the agreement below and then in turn you haven’t had a heads of terms back so both sides need to sort that out one way or another.

To move forward if you are not going to pay anymore of the ticket money over as agreed previously below is it agreeable that this just concludes with Aaron taking the assets and you don’t send the ticket money?

We are basically selling the business for 750k to Aaron. If any liquidator questioned that we’d give the good reason we’d have had 750k more debt if we didn’t.

It can’t be that SSD is yours to do the deal and then not yours when the deal doesn’t work or why would Aaron be negotiating with you and not me?”

The last sentence is another indicator of the control of Ticketline over SSD and of the fact that SSD accepted the deal negotiated by Mr Betesh

By email dated 19 August 2022, Mr Mellor vented his frustration to Mr Betesh, Mr Adam [Bolger] and Steve Davis:

“ What is happening here please - you absolutely promised me that you would release the ticket sales from 00:00hrs 1 July 2022 to completion immediately after the show on the Monday - we are 2 weeks on.

I feel Ive jumped in to save you on this and its really backfired - nothing I was told was correct. The Bars had already been sold to John Adamson for 100k+vat to fund a previous show that had nothing at all to do with Bingley - the costs have come in way more than anticipated.

We paid everything that was show critical to make the show happen - but we’ve now all artists and agents screaming for the post show costs - Ive done what I promised I would do and got the show over the line – costing me personally £750k with zero bar income so far. Theres at least another £350k in costs I am not prepared to pay a single penny more until (a) we have the ticket income for all sales post 00:00hrs 1 july 2022 (b) we get this deal completed.

The absence of clear accounting records in terms of identifying not just what sums were paid by Ticketline to the SSD companies but what the legal nature of such payments were is, perhaps, demonstrated by the first paragraph of an email from Steve Davis to Mr Betesh (cc to others at Ticketline) dated 5 December 2022:

“I am trying to work out how it affects our position with ticketline in accounts as in ticket money vs advance sales vs loan. It’s a mess and want to make sure it is left correctly.”