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

In cross-examination Mr Betesh was asked about his statement in the email that Ticketline was “liable to the customer if the show does not go ahead in line with Ticketline’s terms and conditions.” In what proved again to be a series of confusing answers, Mr Betesh appeared to say that this statement was “untrue”. He said, in effect and as I understood him, that what he said at the time was just a negotiating tactic. I do not accept his oral evidence. As was pointed out to him, what he said in the email was true if (a) Ticketline was still liable to account to SSD Music or, put at its lowest, Ticketline was liable to pay SSD Music a sum equal to the value of ticket sales, less relevant booking fees which payment was only due once a festival was completed (or cancelled) and (b) in light of the fact that, as he had earlier admitted, in the past SSD had always agreed to ticket refunds properly requested and it was likely that it would agree to ticket refunds were the 2022 Festival to be cancelled.

Also on 15 July, a number of filings were made at Companies House in relation to IG Industries. These included a confirmation statement that 600 shares in IG Industries were transferred by Mr Betesh to Ticketline on 25 April 2025. Again, there must be doubt about the accuracy of this information both in terms of what was done and when it is said to have been done.

By email dated 18 July 2022, Mr Mellor explained that he had noticed a recent filing of a change of person with significant control in relation to SSD from Mr Betesh to Ticketline. This seems to be a reference to the filings at Companies House on 15 July 2022. Mr Mellor asked if things were now “fixed” (by which I take it, he meant finance arranged so that a deal with him was no longer sought). Mr Betesh replied (by insertion into Mr Mellor’s email in the relevant email chain by the email of 19 July referred to below) that:

“This is as I explained in our call that Ticketline had taken control of SSD until the debt to Ticketline is reduced. Shares were inadvertently issued in my name rather than Ticketline and this was rectified last week. We still want to do a deal.”

I accept the submission on behalf of Tokyo that by this time Ticketline had indeed taken over control of SSD and that it could require SSD Music to consent to a refund of tickets if the 2022 Festival did no go ahead and that Ticketline would suffer severe reputational damage if refunds were not made in such circumstances. I do not accept Mr Betesh’s evidence that Ticketline did not have control because it did not have sufficient board members of SSD Music (it could have appointed more if needed) and because Mr Paul Davis was asserting he had never sold his original shareholding and that his brother had forged his signature on relevant documents (there also being no contemporaneous evidence before me of such allegations by Paul Davis). The email of 18 July reinforces the fact of control that I consider to have been exemplified by way of control over refunds in relation to the “This is Tomorrow” festival as shown by the emails in April 2022.

By email dated 19 July, Mr Betesh was proposing to Mr Mellor that he, Mr Mellor, agree a “short term solution” being a short-term loan which could then secure the future of the 2022 Festival (and, as I read the email, the loan could be secured against the 2022 Festival in some way).

By email dated 21 July 2022, Mr Mellor was making a case that, on his calculations, the 2022 Festival would make a loss of £550k. On the figures that he had seen there was then some £533k of sums in respect of ticket sales which he estimated would increase to about £550k. That ticket money was needed (rather than being retained by Ticketline) to prevent the £550k loss.

“You need the £550k Ticket Money included in this P&L or it just wont work.

If you cancel it you will need to refund the ticket money anyway (especially as Ticketline now own the festival at companies hse)

The Ticket money has to go in for the festival to work-or it gets refunded if the festival cancels.

I will loan in on the terms Adam previously suggested to cover cashflow and timing-that will then get everyone through BINGLEY and we can plan a proper restructure-but without the full ticket money going into this P&L its impossible for this to work so the festival cancels the £533K needs returning anyway-so whichever way that money is lost.

This can be managed but only with the ticketmoney in.”

By email dated 22 July 2022, Steve Davis was looking to Mr Betesh for a further cash injection to meet relevant payments or “lose the stage” such that the 2022 Festival could no go ahead. Mr Betesh was not prepared to inject more cash.

By 26 July 2022, a flood of emails shows the critical stage at which the 2022 Festival stood. Essentially, unless funding was found so that invoices could be paid within a day or so the 2022 Festival would have to be cancelled.

One matter that arose was the fact that apparently some £550k or so had been taken by way of ticket sales for the 2022 Festival. If the 2022 Festival was cancelled there was, on the face of it, an exposure to refund those ticket monies to paying customers. Mr Mellor, in emails at this time, treated this as an existing asset in any deal. However, Mr Betesh, in economic terms, regarded those monies as having been spent on other festivals and no longer existing. Mr Mellor, however, responded:

“We have to stop thinking this way its counterproductive, the fact so far as the Bingley customer is concerned is that TICKETLINE have their money if the event is cancelled TICKETLINE must return it, Ticketline own promoter now- so I cant see any way it cant [sic] not refund that money”.

Mr Mellor was again speaking economic and social realities. I will have to deal with the legal analysis later.

On 27 July 2022 Mr Betesh was seeking from, in effect one of his employees, Adam Bolger (financial manager at Ticketline), confirmation of his (Mr Betesh’s) understanding that the SSD Debts were in the order of “£2.5m gross Ticketline; £274k net on ticketing deal and another £400k of debts”.

Mr Bolger, by email dated 27 July sent to Mr Mellor at 09:58 said:

“I am replying on behalf of all parties to try and remove any emotion from the position, and to try and get a resolution on the last hour.