Onyeador v Miss World Ltd & Anor

A claimant seeking payment through assignment, subrogation or constructive trust cannot recover against the alleged holder unless the intermediary had an enforceable right against that holder. Sponsorship monies may, as a matter of language, constitute profits relating to an event. Their classification depends on the contractual terms and the parties’ intentions. Payments promised for a different purpose will not become event profits unless the relevant agreement shows that they were intended to be treated as such. A subsequent agreement in which the intermediary accepted that it had no entitlement to the monies further undermined the derivative claim.

Onyeador claimed a proprietary or contractual entitlement to part of US$1 million paid by the Rivers State Government to Miss World Ltd in connection with the 2002 Miss World pageant. Her claims were derived principally from agreements between Allianz Nigeria Ltd and herself concerning a London charity gala dinner.

The High Court dismissed the claims against Miss World Ltd, although it entered judgment against Allianz. On appeal, the central issue was whether the sponsorship monies were profits relating to, or accruing from, the gala dinner under the relevant agreements.

Sir Martin Nourse gave the judgment of the court. Lord Justice Waller and Lord Justice Peter Gibson agreed. The appeal was dismissed on the preliminary issue, making it unnecessary to consider the respondent’s notice.

1. Nature of the contractual rights. The language of profits relating to or accruing from an event was capable of including sponsorship monies. The agreement between Miss World Ltd and Allianz gave Allianz a contractual right against Miss World Ltd to retain or recover profits falling within that description. The agreement between Allianz and the appellant gave the appellant a contractual right to recover 60 per cent of the relevant net profits from Allianz, irrespective of whether she had acquired a proprietary interest.
2. Contractual attribution. The appellant had to establish that the Rivers State sponsorship monies, or part of them, were intended by the parties to the Silverbird/Rivers State agreement to be profits relating to or accruing from the gala dinner. The original promise of the money had concerned the Nigerian pageant. The later agreement showed that its principal purpose was to secure benefits for Rivers State and to discharge part of Silverbird’s liability to Miss World Ltd.
3. Application to the agreement. The benefits relating to the Nigerian pageant were of greater significance and value than those relating to the gala dinner. The obligations imposed on Rivers State also related almost entirely to the Nigerian events. It was therefore against the commercial purpose of the transaction to infer that Miss World Ltd and Silverbird intended Allianz to benefit from the sponsorship monies. It was not satisfactorily shown that any identifiable part of the money was attributable to the gala dinner. The court left open whether an elaborate account might have produced a different allocation.
4. Derivative claims. Allianz’s agreement with Silverbird of 8 November 2002 recognised that Allianz had no entitlement to the sponsorship monies as against Miss World Ltd. Since Allianz had no prior claim against Miss World Ltd, the appellant could have no claim by assignment, subrogation or constructive trust, whatever additional claim she might have had against Allianz.

1. Court of Appeal (Civil Division): On 20 April 2005, dismissed the appeal.
2. High Court of Justice, Chancery Division: His Honour Judge Robert Reid QC dismissed the action against Miss World Ltd, entered judgment against Allianz for £238,317.75 and ordered an account.