THE FOOTBALL ASSOCIATION PREMIER LEAGUE LIMITED v PPLIVE SPORTS INTERNATIONAL LIMITED

Under Civil Procedure Rules Part 24, the court may decide a short point of law or construction where the evidence is sufficient and a trial could not materially improve the position. A contractual reference to a fundamental change in the format of a competition concerns its structure and operation, such as the number of participants, fixtures, scoring and league outcome. It does not ordinarily include spectators, scheduling, kick-off times or match conditions. Payment obligations accrued before lawful termination survive termination where the agreement so provides. Express no-set-off clauses are effective. Restitution, implied terms, penalties and relief from forfeiture cannot rewrite a detailed commercial bargain.

The Premier League claimed unpaid instalments under two broadcasting agreements with PPLive Sports International Ltd. The agreements concerned live matches and clips in mainland China and Macau. PPL relied on the Covid-19 interruption, alleged changes to the competition’s format, advance-payment and restitution arguments, penalties, relief from forfeiture, set-off and a counterclaim.

The central issues were whether the resumed season involved a fundamental change to the competition’s format, whether the agreements had been lawfully terminated, whether accrued instalments survived termination, and whether PPL had any real prospect of defending the claims under Civil Procedure Rules Part 24.

1. Summary judgment granted. The court held that PPL had no real prospect of successfully defending either unpaid instalment and that there was no compelling reason for a trial. The alternative application for a conditional order therefore did not arise.
2. The court adopted the principles summarised in Barclays Bank plc v Lester Charles Landgraf [2014] EWHC 503 (Comm). A realistic defence must carry some conviction. The court must avoid a mini-trial but may decide a short legal or construction issue where the evidence and argument are sufficient.
3. Applying the contractual construction approach explained in Wood v Capita Insurance Services Ltd [2017] UKSC, the court held that the resumed 2019/2020 season did not involve a fundamental change to the format of the competition. Format concerned the structural organisation of the competition, including participating clubs, fixtures, scoring, league placings, the champion and relegation. Empty stadiums, fixture compression, altered match days and kick-off times did not alter that format.
4. The Premier League retained contractual discretion over scheduling and kick-off times. The good-faith negotiation mechanism was therefore not triggered. The judge stated obiter that an express obligation in an existing contract to negotiate in good faith if specified events occur should not simply be ignored. Walford v Miles [1992] 2 AC 128 was distinguishable because it concerned negotiations towards a future contract.
5. The same analysis applied to the clips agreement. The Premier League was entitled to terminate both agreements for non-payment. The instalments had accrued before termination and survived it under the contractual provisions preserving accrued liabilities.
6. The advance-payment, restitution, implied-term, penalty and relief-from-forfeiture arguments failed. The fees were indivisible contractual consideration payable in instalments, not amounts apportioned by season or match. The payment obligations were primary obligations, the rights were purely contractual, and no unconscionable abuse or forfeiture was shown.
7. Clear clauses requiring payment without set-off or counterclaim, together with an express waiver of set-off, were effective. The counterclaim based on alleged negotiation obligations and unjust enrichment also failed.
8. Judgment was entered for US$210.3 million and US$2.673 million, totalling US$212.973 million, together with interest. Interest, costs and consequential order terms were to be agreed or determined at a further hearing.