Eva Green v White Lantern Film (Britannica) Ltd
| Jurisdiction | England & Wales |
| Judge | Mr Justice Michael Green |
| Judgment Date | 28 April 2023 |
| Neutral Citation | [2023] EWHC 930 (Ch) |
| Docket Number | Case No: BL-2020-000880 |
| Court | Chancery Division |
| Year | 2023 |
[2023] EWHC 930 (Ch)
Mr Justice Michael Green
Case No: BL-2020-000880
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
BUSINESS LIST (ChD)
Royal Courts of Justice, Rolls Building
Fetter Lane, London, EC4A 1NL
Edmund Cullen KC & Amanda Hadkiss (instructed by Archerfield Partners LLP) for the Claimant
Max Mallin KC, James Goodwin & Lemuel Lucan-Wilson (instructed by Mishcon de Reya LLP) for the Defendant and Additional Claimant
Hearing dates: 26, 27, 30, 31 January; 2, 3, 6, 7, 8 February 2023; 13 and 14 March 2023
Approved Judgment
This judgment was handed down remotely at 10.00am on Friday 28 April 2023 by circulation to the parties or their representatives by e-mail and by release to the National Archives
| CONTENTS | Paragraph | |
| A | INTRODUCTION | [1] |
| B | THE ISSUES | [12] |
| C | THE WITNESS EVIDENCE | [15] |
| D | FACTUAL NARRATIVE | |
| (a) The Film | [41] | |
| (b) The 15 May 2019 Agreements | [49] | |
| (c) Early stages of production | [64] | |
| (d) The move from Ireland to Black Hangar Studios | [70] | |
| (e) The Further Amendment Letter | [84] | |
| (f) Early September 2019 | [90] | |
| (g) The delay of pre-production by a week | [103] | |
| (h) The arrival of Mr Mann and the loss of long term finance | [114] | |
| (i) The New Production Structure: 21 September 2019 | [123] | |
| (j) Sunday 22 September 2019: the call with Ms Green at 1.30pm | [135] | |
| (k) Sunday 22 September 2019: after the call with Ms Green | [146] | |
| (l) Monday 23 September 2019 | [161] | |
| (m) Tuesday, 24 September 2019 onwards | [182] | |
| (n) The end of the negotiations and the service of the Notice | [196] | |
| E | RENUNCIATION | [205] |
| (1) Legal Principles in relation to Renunciation | [206] | |
| (2) What was put to Ms Green on the 1.30pm call on 22 September 2019? | [214] | |
| (3) What would a reasonable person have understood Ms Green to be saying? | [226] | |
| (4) Subsequent evidence of renunciation | [230] | |
| (5) Conclusion on renunciation | [236] | |
| F | ACCEPTANCE | [241] |
| G | AFFIRMATION and/or WITHDRAWAL | [254] |
| H | REPUDIATORY BREACH | [259] |
| I | MS GREEN'S ENTITLEMENT TO THE FEE | [269] |
| J | THE TORT CLAIMS | [276] |
| K | CONCLUSION | [292] |
A. INTRODUCTION
This trial is concerned with the fallout from a proposed film called “ A Patriot” (the “ Film”) that was never made. It was to star the Claimant, Ms Eva Green, an internationally renowned actor, perhaps best known for her role alongside Daniel Craig in the James Bond movie, Casino Royale. Her fee for the Film was $1 million (the “ Fee”) and that sum is held by her agent, Tavistock Wood Management Limited (“ Tavistock Wood”) in escrow. Her claim is for the Fee which she says is payable to her under the terms of her Artist Agreement dated 15 May 2019, as later amended (the “ Artist Agreement”).
The Defendant and Counterclaimant, White Lantern Film (Britannica) Limited (“ White Lantern”) is a special purpose vehicle formed for the purpose of producing the Film. It was the other party to the Artist Agreement. Its directors and sole shareholders at the material time were Mr Dan Pringle, who wrote the script for the Film and was to be its director, and Mr Adam Merrifield, who was the producer (together referred to as the “ Former Directors”). They gave evidence for Ms Green and therefore against their former company, White Lantern.
SMC Specialty Finance LLC (“ SMC”) is an American company specialising in film finance, particularly bridge lending. It is part of the Sherborne Media Capital Group. It provided a bridge loan to White Lantern to finance the Film's initial pre-production costs including the Fee. This was pursuant to a Bridge Loan Agreement dated 15 May 2019 which included a Share Charge over the shares in White Lantern. After production of the Film was shut down, SMC exercised its Share Charge and replaced the Former Directors with their own appointees. Thus White Lantern is now, and during these proceedings was, controlled by SMC (together they will be referred to as the “ Defendants”).
The Defendants deny that Ms Green is entitled to the Fee. They say that on 22 September 2019 Ms Green renounced the Artist Agreement and/or that she was in repudiatory breach of it. They further say that the evidence demonstrates that Ms Green was not truly ready, willing and able to perform her obligations under the Artist Agreement.
The events of the weekend of 21/22 September 2019, and the days immediately following, are at the core of the case. Shortly before the start of the trial, a number of audio recordings made on Mr Merrifield's mobile phone were discovered, including certain critical conversations over that weekend. Mr Edmund Cullen KC, appearing with Ms Amanda Hadkiss for Ms Green, submitted that one particular recording on the afternoon of 22 September 2019 blew the Defendants' renunciation case “ out of the water”. This will be examined below but it is certainly true to say that the recording showed that what the Defendants' witnesses had said in their witness statements about the conversations that took place on that day was not correct.
So White Lantern claims the Fee back on the above contractual grounds. In addition, SMC was joined to the proceedings so that the Defendants could make various alternative tortious claims against Ms Green based on an alleged unlawful means conspiracy, deceit and unlawful interference with SMC's economic interest in White Lantern. The basis for these serious allegations, which were only raised almost two years after the proceedings were issued, is that Ms Green had misrepresented, in the days after 22 September 2019, that she was “ ready, willing and able” to perform her services under the Artist Agreement whereas she and the Former Directors knew that she had no such intention and was only saying that to conceal her alleged renunciation and/or to improve her position in the negotiations that were taking place at the time for her to purchase the rights to the Film.
Mr Max Mallin KC, who appeared together with Mr James Goodwin and Mr Lemuel Lucan-Wilson for the Defendants, maintained that Ms Green's expectations for the Film were, right from the start, incompatible with its budget. Accordingly she made unreasonable demands in relation to the hiring of crew members. But matters came to a head when the production was moved from Ireland to Black Hangar Studios (“ Black Hangar”) in Hampshire, owned by Mr Jake Seal, who became Ms Green's main focus of discontent including personal animosity and serious concerns as to the sort of movie that could be produced by Mr Seal at Black Hangar. But in a Further Amendment Letter to the Artist Agreement dated 22 August 2019, Ms Green consented to the move from Ireland and to Mr Seal being added as an additional producer. Mr Mallin KC submitted that Ms Green never came to terms with the fact that there was not the money to make the film she wanted to make and that ultimately she pulled out when it was clear that the Film could only be made at Black Hangar under the control of Mr Seal.
By contrast, Ms Green's case is that the Film could not be made because the Defendants' finance plan fell apart. SMC was merely a bridge lender, funding the production through its initial stages until the long term financiers were meant to take over with SMC being repaid. However that long term finance was never secured and it meant that SMC would have had to finance much further into the production than it would have liked. Mr Cullen KC submitted that from mid-September 2019, SMC was only looking to recover the money it had loaned to White Lantern, which would necessarily involve ensuring that the Fee was paid back to it from the escrow agent. He said that the Defendants had constructed a false narrative designed to tarnish Ms Green's reputation by reference to comments made by her in private text and WhatsApp messages so as to pressure her into not pursuing the case.
There was, indeed, much reference to Ms Green's private messages and both sides were accusing each other of pretending to be in a position to make the Film at the end of September 2019. The reality is however that neither side was prepared to make the Film that the other wanted to make: Ms Green made it clear that she did not want to make the Film under Mr Seal's full control; and the Defendants were only interested in recovering SMC's loan. Once the impasse was realised, the parties engaged in without prejudice negotiations for Ms Green to buy the Film rights in return for the Fee and possibly more. But those negotiations eventually broke down, by which time the Film could not be produced and the Defendants claimed that Ms Green had breached the Artist Agreement which they purported to terminate in order to recover the Fee.
Towards the end of the evidence, and as a result of something said in the oral evidence of Mr Charles Collier, who is Ms Green's agent, in relation to telephone calls that he said he had with Ms Green on 23 September 2019, the Defendants sought disclosure of his telephone logs and any other relevant messages passing between Mr Collier or any other members of his team at Tavistock Wood and Ms Green. It emerged that there had been a serious failure in the disclosure process on behalf of Ms Green and a substantial number of additional WhatsApp, text and voicemail messages have been disclosed. This necessitated a delay to the end of...
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Eva Green v White Lantern Film (Britannica) Ltd
...is the consequentials hearing following the judgment after trial that I handed down on 28 April 2023. The judgment is reported at [2023] EWHC 930 (Ch). I will adopt the same abbreviations and definitions as in my main 2 . By my judgment, I found in favour of Ms Green in relation to the fee......