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

The Claimant is a limited company which was incorporated on 6 February 2015 under the name Tiki-O Bradford Limited. It changed its name to Tokyo Industries (Live) Limited on 7 October 2022. As I have said, I shall refer to it in this judgment as “Tokyo”.

As of 31 December 2020, Mr Mellor was one of three directors of Tokyo. There were 100 issued Ordinary Shares of £1 each. Mr Mellor, as the person with significant control over the company, held over 75% of these issued shares.

On 1 January 2022, 100 shares in Tokyo were transferred to a company called FAC251 Limited. At all relevant times Mr Mellor was the person with significant control over FAC251 Limited holding, directly or indirectly, 75% or more of the shares and votes in that company. In fact, he seems to be the holder of the one issued share in that company.

Mr Mellor is associated with a number of companies which include the word “Tokyo” within their name. Tokyo Industries as a “brand” operates over 45 bars, clubs and music venues in the UK.

Before me, Tokyo was represented by Mr Richard Stubbs, instructed by Ward Hadaway LLP.

The Defendant was incorporated on 14 September 1993 under the name “Picadilly Box Office Limited”. It changed its name to The Ticketline Network Limited on 28 January 2011 and then, on 12 September 2024, to “Orbit Tickets Limited”. As I have said, I will refer to it in this judgment by the name “Ticketline”.

In the year ending 31 March 2022, Ticketline's four directors were Mr Paul Betesh, Ms L Betesh, Mrs S E Betesh and Mr C Mableson. On 26 July 2022, Ms Betesh and Mrs Betesh ceased to be directors, as did Mr Mableson on 9 August 2022. In 2022-2023 the ultimate controlling party is shown in the company’s filed accounts as being the Ticketline Group Limited, a position that had applied since March 2018.

Mr Betesh has been Chief Executive Officer and managing director of Ticketline since being appointed a director in 2018.

Before me, Ticketline was represented by Mr McGarry, instructed by Aticus Law Ltd (“Aticus Law”). In the course of Mr Betesh’s evidence, as I shall explain, Mr Betesh made various statements as to the involvement of solicitors at Aticus Law in various decisions that he made. That caused Aticus Law to terminate its retainer. The firm kindly stayed to the end of Mr Betesh’s oral evidence in order to continue noting what that evidence was. Thereafter, Mr McGarry continued to represent Ticketline, but by way of direct access.

I am grateful to the lawyers and Counsel on both sides for their helpful assistance in this case.