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

The above image was one (among a number of others: such as references to Apple Store and an Android app on Google play) utilised by Mr Betesh in his email footer as CEO of Ticketline. He accepted in oral evidence that the use of this logo was to give confidence to ticket buyers from Ticketline.

The STAR Code of Practice (updated in 2017) provides, among other things, that members should sell tickets under our:

“Model Terms and Conditions for Selling Entertainment Tickets or provide a platform for reselling tickets under our Model Resale Platform Terms and Conditions (together or separately known as our model terms and conditions”

Some of Ticketline’s terms and conditions applying to its website were produced. I deal with those produced later in this judgment. Before doing so, I should identify the point that Mr Betesh asserted that there were other relevant terms and conditions in play at various relevant points (for example on SSD Music’s website and that at least one contemporaneous email shows that at some point he had had a say in the content of the terms and conditions), but that for reasons he could not satisfactorily explain they had not been disclosed by the Defendant.

In summary, an (undated) page from the STAR website was relied upon which contains the following text regarding “What a member will always do” and regarding cancellations:

“ Refund at least the face value of the ticket if an event is cancelled and the event organiser enables and authorises refunds”(emphasis supplied as relied upon by Mr Betesh).

I note that the current terms and conditions for Ticketline as produced to me provide as follows:

“2.7

Once you have purchased tickets, they can only be returned or exchanged or refunded in the circumstances as described below: -

2.7.1.1

 If we fail to fulfil an order as a result of any negligence, or similar act or omission of our own or in breach of contract, you will be entitled to a full refund including any booking or supplementary fees charged.

2.7.1.2

In those circumstances where events are cancelled or postponed or materially altered and a refund is accepted in accordance with these terms (a material alteration is one which in the reasonable opinion of the Event Organiser, makes the Event materially different from the Event that a purchaser of the ticket, taken generally, had reasonably expected) , you will only be refunded for the face value of your ticket(s) on condition that the Event Organiser has refunded monies to us but you will not be refunded the booking and/or processing and/or any other supplementary fees which may have been imposed on the purchasing of your ticket. Where tickets have been sold without a booking fee, we will charge an administration fee of up to 10% of the face value of your ticket(s) which will be deducted from the value of the refund. Where an Event is rescheduled, tickets shall normally be transferable and automatically applicable to the date of the rescheduled Event or alternatively you may be offered replacement tickets. If you are unable to make the rescheduled date a refund shall become applicable subject to the Event Organiser providing us with a refund of your ticket price.

2.7.1.3

 You should make any request for a refund within 28 days of the date of cancellation, re-scheduling or from the date of any material alteration of an Event. On condition you make any such request within 28 days and We are in a position pursuant to clause 2.7.2 to refund monies to you, then we shall do so within 28 days of your request. If you make any request after 28 days, and if we are in a position to refund ticket monies to you, then any such Refund shall be subject to an additional administration fee of or equivalent to 10% of the refund amount.

2.7.1.4

 Cancellation Protection – You may wish to secure cancellation protection from a creditable supplier such as TicketPlan (www.ticketplangroup.com). If you do secure any such a policy, please note that We shall not be liable, in any way, for the repayment of any premium, policy excess or shortfall as between your ticket price and level of refund.

2.8

Decisions to cancel, alter or reschedule Events are the responsibility of the Event Organiser, and legal responsibility for refunds or compensation for cancelled or curtailed events rests at all times with the Event Organiser.”

These largely (and so far as relevant for present purposes) mirror those in evidence as applicable to on-line ticket sales (though I am uncertain of the date of the terms and conditions disclosed and the period during which they applied). They were as follows:

“1.

About Ticketline and this Site

….

1.2

Ticketline is a ticket agency. Ticketline sells tickets as an agent on behalf of the organisers, producers or promoters of Events (each an "Event organiser"). We do not host, promote or produce any of the Events which are described on this Site and for which you might wish to buy a ticket. We do not control Events, nought we set ticket prices for Events. We only charge a booking fee, handling fees, up cells or other supplementary fees as determined by otherwise agreed with the Event Organiser. We do not accept any liability arising from a users ticket purchases made via this Site save as set out in these terms

…

2.

Buying Tickets and Returns

….

2.7

Once you have purchased tickets, they can only be returned, exchanged or refunded in the circumstances described below.

2.7.1

Error……

2.7.2

Cancellation.If the event is cancelled in full (and not rescheduled), and the Event Organiser enables and authorises refunds, your order will be cancelled and you will receive a corresponding refund for your tickets. However, booking and/or handling fees will not be refunded as Event cancellations are outside our control. In the event of partial cancellation or abandonment of a multi-day event, the original tickets you have purchased will remain valid for the revised Event. Any compensation offers in respect of partial Event cancellations are strictly subject to the terms and conditions of the relevant Event and/or the discretion of the Event organiser and cannot be guaranteed.

The matter is, perhaps, most clearly covered by the STAR Code which was also in evidence before me. Members of STAR agree to follow this code. That part of the Code under the heading “Financial Accounting Standards” . Clause 1 provides:

“All members must make sure that they have adequate financial accounting and security arrangements and procedures when handling customers’ money. In particular, members must agree that they will protect all money they receive from customers in one of the following ways.

1.1

Holding it in a separate ‘client account’ at a reputable bank or building society, so it is kept separate from the member’s own money.

1.2

The member will keep a bond, guarantee or other security in the way and for the amount we feel is acceptable.

1.3

The member will arrange insurance cover on the conditions and for the amount we feel is acceptable.

1.4

Any other way we may approve”

In cross-examination Mr Betesh gave (as was the hallmark of his evidence) a confusing and unclear explanation that Ticketline had maintained a separate client account from is office account but said that it had often handed money in the client account over to the event organiser before the event, which course had been approved by STAR. There was no independent nor contemporaneous evidence of any such alleged approval by STAR. When asked why the client account (in relation to which as I understand it no disclosure had been given) had only been mentioned for the first time in cross-examination Mr Betesh asserted that he did not know that it was relevant. The Defendant had solicitors acting for it. The issue of refunds was key as was whether Ticketline had any responsibility in this respect and, if so, what responsibility on the law and facts. I am wholly unpersuaded that Mr Betesh did not know that the issue of a client account and how it was used and what relevant bank statements/ledgers showed was not highly relevant. The point was highlighted by issue 3 of the Statement of Issues in the Disclosure Review Document prepared for the proceedings which was in the following terms:(and which was agreed, and in relation to which disclosure under Disclosure Model D (Extended Disclosure) was also agreed and then on 12 July 2024 ordered to take place by DJ Hambler and in relation to which Mr Betesh signed disclosure certificate):

“What do the Defendant's bank statements and accounting records show regarding the flow of funds related to the Festival, including ticket sales, any payments to SSD and offsets against alleged debts?”

Clause 3 under the same heading of the STAR code provides:

“3.

If an event is cancelled before the event date or before the member has passed the customer’s money to the organiser of that event, the member must do their best to refund the customer’s money as soon as possible (once the tickets have been returned to the member, if necessary). However, if the member has already passed the customer’s money to the event owner, the member will not be responsible for refunding the customer’s money unless the event organiser returns the money to the member”.

As I shall explain, one of the issues canvassed before me was who had legal liability regarding refunds and whether, had the 2022 Festival been cancelled for solvency reasons, Ticketline would have been exposed in this respect. This relates to the question of whether or not there was a benefit to Ticketline in this respect when the 2022 Festival went ahead due to funding from Tokyo.

In my judgment it is necessary to distinguish different legal obligations that may arise and the factual source of payments that have been made. Under the 2017 Agreement, as assumed to apply, (and given, as I shall explain, that Ticketline was owed substantial sums by way of forward funding some years before 2022), although SSD Music/IG Industries was entitled to the proceeds of ticket sales (less that element representing the booking fee) such entitlement did not crystallise until an event was finalised. Up till then Ticketline retained the proceeds of ticket sales and was liable (at the least) in debt in respect of such proceeds once the event was concluded. Any sums that Ticketline advanced were advanced not in satisfaction of any obligation to pay the proceeds of ticket sales to the organiser (if they had been they would not have been a loan) but by way of a separate loan. This loan could be set off against sums due to the organiser in respect of the proceeds of ticket sales once the event had been finalised but it could not be set off against ticket money proceeds before that date. Nor, as I shall explain, was it.

This meant, looking at the STAR Code, Ticketline had not passed the customer’s money to the organiser (see STAR Code paragraph 3) when it used the customer money to make loans to SSD Music/IG Industries and in circumstances where the obligation to pay the organiser the ticket money remained in being. Although the money received from customers may have been used by Ticketline to make loans to SSD Music and/or IG Industries this was not passing to SSD Music the customers’ money as customers’ money and in discharge of the obligation to pay such sums to SSD Music. Accordingly, in those circumstances if the organiser cancelled an event, on the face of things there was no need for the organiser to arrange for payment of any sum to Ticketline, at least as regards the face value of the ticket, to enable refunds to take place. There was nothing for SSD Music to “refund” nor any payment by it necessary to “enable” repayment”. As between Ticketline and SSD Music, SSD Music had not received a sum quae ticket monies. Ticketline still, at least notionally, retained the ticket sale proceeds and had not accounted to SSD Music/IG Industries for them. Although the actual monies received and banked may have been paid across to SSD Music/IG Industries that was as a separate loan (by way of forward funding) to SSD Music and not as being in satisfaction of any liability to account for ticket sale proceeds. In terms of clause 3 of section F of the STAR Code, Ticketline would not have passed the customer’s money to the event owner (or organiser). In terms of satisfaction of that obligation (by actual payment or by set off) would only be made at the end of the event in question. Therefore, on the face of it, Ticketline would be obliged to refund tickets if the organiser cancelled the event and other conditions were met: it would be no answer to say that it had made an advance by way of forward funding to SSD Music/IG Industries.

On 31 March 2018, members of the Betesh family transferred their shares in Ticketline to The Ticketline Group Limited. Ticketline was thereafter its wholly owned subsidiary.

IG Industries was incorporated under the name SSD Industries Limited on 21 December 2018. Initially 60 shares were allotted to Steve Davis and 40 shares to Paul Davis. Each of Paul and Steve Davis was also appointed a director.