Tokyo Industries (Live) Limited v Orbit Tickets Limited

The claimant, Tokyo Industries (Live) Limited, advanced substantial sums to enable the Bingley Weekender 2022 festival to proceed. The court found that the defendant, Ticketline (now Orbit Tickets Limited), was enriched by Tokyo's payments because those payments prevented cancellation and the consequent requirement that Ticketline refund ticket purchasers. The enrichment consisted principally of ticket sale proceeds (the face value of tickets) and the promoter's share of booking fees which Ticketline was able to retain or set off against sums owed to it.

The court applied the orthodox unjust enrichment framework (following Lord Steyn and Investment Trust Companies v HMRC): (1) Ticketline was enriched; (2) the enrichment was at Tokyo's expense; (3) the enrichment was unjust because Tokyo paid in the expectation (the shared basis) that it would receive the agreed benefits and not as a gift (failure of basis); (4) no defences were established. The judge accepted Tokyo's evidence, rejected or treated with great caution the defendant's evidence (notably Mr Betesh), and drew adverse inferences from inadequate disclosure by the defendant. The unjust enrichment claim succeeded and judgment was entered for the claimant for damages and interest, with costs awarded to the claimant.

Background and parties: Bingley Weekender (the 2022 Festival) was organised by SSD Music and its associated companies (IG Industries etc.). Ticketline (the defendant) had long acted as ticketing agent and forward-funder for SSD-related events. Tokyo (the claimant), led by Mr Mellor, paid over £746,000 to keep the 2022 Festival running after Ticketline declined further funding, on the basis of an agreed commercial arrangement with Ticketline/SSD (referred to in negotiation as Option 1 and reflected in draft heads of terms/settlement papers).

Nature of the claim / relief sought: Tokyo sued principally in unjust enrichment for sums equating to ticket sale proceeds and the promoter’s share of booking fees that Ticketline retained (or set off against its loan account) as a result of Tokyo funding the Festival. An alternative claim alleged that Ticketline, once Tokyo took over organisation, was Tokyo’s agent and owed fiduciary duties to account for ticket proceeds.

Procedural posture: First instance trial in the High Court (Chancery, Newcastle). The judge heard written and oral evidence, assessed credibility (with detailed analysis of witness demeanour and documentary consistency) and drew inferences from defective disclosure by the defendant.

Issues framed by the court:

• Whether Ticketline was enriched by Tokyo’s payments and, if so, in what amount;
• Whether any such enrichment was at Tokyo’s expense;
• Whether the enrichment was unjust (including whether there was a shared basis/failure of basis);
• Whether any defences applied; and
• In the alternative, whether Ticketline became Tokyo’s fiduciary/agent and breached duties to account.

Decision and reasoning (concise): The judge found that Tokyo had advanced funds in the bona fide belief of an agreed commercial deal and that, on the balance of probabilities, Ticketline and SSD had accepted the substance of Option 1. Tokyo’s payments prevented the Festival’s cancellation and thereby prevented Ticketline from having to refund customers; as a result Ticketline retained or was able to set off ticket revenues and booking-fee rebates it would otherwise have had to disgorge. The enrichment was held to be at Tokyo’s expense and unjust by reason of failure of the shared basis on which Tokyo paid. The judge accepted Tokyo’s witnesses and found significant deficiencies, inconsistencies and poor disclosure by Ticketline and did not need to determine the alternative fiduciary claim because restitution succeeded.

Remedy and consequences: Judgment was entered for Tokyo for the principal sum of £605,503.75 plus interest of £117,709.92, totalling £723,213.67, together with an order for the defendant to pay the claimant’s costs (including a payment on account).

Judgment for the claimant. The court held that the defendant was unjustly enriched by sums that Tokyo advanced to enable the 2022 Festival to proceed; the enrichment was at Tokyo's expense and unjust by reason of failure of the shared basis on which Tokyo paid. The claim in unjust enrichment therefore succeeded and judgment was entered for the claimant for a principal sum of £605,503.75 plus interest and costs. The judge accepted Tokyo's evidence, rejected key aspects of the defendant's evidence and drew adverse inferences from defective disclosure.