RAM Media Ltd v Ministry of Culture of the Hellenic Republic
Jurisdiction | England & Wales |
Judge | The Hon. Mr Justice Tugendhat |
Judgment Date | 31 July 2008 |
Neutral Citation | [2008] EWHC 1835 (QB) |
Docket Number | Case No: TLQ/07/0461 |
Court | Queen's Bench Division |
Date | 31 July 2008 |
IN THE HIGH COURT OF JUSTICE
QUEEN'S BENCH DIVISION
Royal Courts of Justice
Strand, London, WC2A 2LL
The Hon. Mr Justice Tugendhat
Case No: TLQ/07/0461
Gregory Mitchell QC and Anthony Dearing (instructed by Reynolds Porter Chamberlain LLP) for the Claimant
Nigel Tozzi QC and James Hatt (instructed by Watson Farley Williams) for the Defendant
Approved Judgment
Hearing dates: 5 th, 6 th, 9 th, 10 th, 12 th, 13 th, 17 th to 20 th, 23 rd to 25 th June, 15 th to 18 th July
I direct that pursuant to CPR PD 39A para 6.1 no official shorthand note shall be taken of this Judgment and that copies of this version as handed down may be treated as authentic.
THE HON MR JUSTICE TUGENDHAT
On 6 November 2006 there were due to take place in Athens the 2006 FIFPro World XI Player Awards (“the Awards”). The Defendant (“the Ministry” or “MOC”) was to host the Awards, and the Claimant (“RAM”) and Parallel Media Group PLC (“PMG”) were to organise and stage the Awards. The Ministry was also to procure a host broadcaster in Greece to produce a recording of the Awards for worldwide distribution in a format similar to the 2005 Awards, which had been staged in London. On 1 st November 2006 it was announced that the Awards had been cancelled. RAM and the Ministry blame each other for this disaster. RAM claims that there was a repudiation by the Ministry of the agreement between them, and for sums of money which it says are due to it as a result. That agreement between RAM and the Ministry was made in writing and dated 10 th May 2006 (“the Agreement”). The Ministry say that it was RAM who repudiated the agreement, and it counterclaims a declaration and damages. In practice the counterclaim is of little significance, since RAM is in Administration and the Ministry do not expect to recover any money that may be due to it.
FIFPro is the Fédération Internationale des Footballeurs Professionels. It is the worldwide representative organisation for all professional players. The membership is made up of national players' associations. It is based in the Netherlands. Its Secretary General is Mr Theo van Seggelen. On 1 st October 2004 FIFPro had appointed RAM to promote and organise a number of events, including the Awards, on terms set out in a detailed agreement (“the FIFPro Agreement”).
PMG was founded by Mr Ciclitira, and he has been its Chairman ever since. Mr Ciclitira had previously been one of the original shareholders of Europe's first satellite television station which later became Sky TV, following its sale in 1983 to News International. Mr Ciclitira remained with that company as its Deputy Managing Director until he left to found PMG in 1986. PMG specialises in the promotion, management and marketing of international sports and entertainment events, in which it has substantial experience. PMG had been involved in seeking sponsors for the 2005 Awards. Those awards had been organised by another company, Celador. Celador's agreement with RAM ended in 2005. In November 2005 RAM engaged PMG to sell the hosting rights and sponsorship for the Awards. Much later RAM entered into a contract by which it engaged PMG as the event manager for the Awards.
Meanwhile, in November 2005 Mr Ciclitira met Mr Orfanos to discuss a golf project. Mr Orfanos was the Deputy Minister of Culture with responsibilities for Sport. Having heard of the Awards from Mr Ciclitira at that meeting, on 4 January 2006 Mr Orfanos wrote to confirm the Ministry's offer for Greece to be the host country for the Awards.
PMG Greece was a joint venture between PMG and Mr Mamantzis, Mr Taki Maskell and a third person, all of whom had been involved in the golf project. Mr Mamantzis had arranged the meeting between Mr Ciclitira and Mr Orfanos.
RAM is a subsidiary of RAM Investment Group PLC (“RIG”). RIG is an AIM listed company of which the share capital is held as to 17.61%by Mr Barry Edward Adams, and as to 26.5%each by Mr Nick Lebetkin and Mr Laurence Selman. RIG's principal business is property investment and development, mainly in the leisure sector. RAM is a special purpose vehicle set up for the purpose of making agreements with FIFPro, and others, relating to the FIFPro 2005 awards, and other such events, including the Awards. RAM went into administration on 4 May 2007. Before joining RIG Mr Adams had been the chairman of Medi@ Invest PLC. Mr Manley is a chartered accountant and the company secretary of RIG. He worked as an independent consultant to a number of companies, including RIG, and as project manager for the financial aspects of RIG and its subsidiaries, including RAM.
In February 2006 the Ministry, RAM and PMG entered into a form of agreement for the hosting of the Awards in Athens. By a side letter it was agreed that this was subject to confirmation to be obtained from the Hellenic Republic Court of Audit. That confirmation was a requirement of Greek law. The agreement prepared in February was substantially in the form of the Agreement. But the Court of Audit required certain amendments to be made, and did not give its approval until 20 April 2006. The time taken in obtaining the confirmation of the Court of Audit meant that the dates for payment and other matters envisaged in February had to be revised when the agreement was eventually signed in May.
A press conference was held on 7 February 2006 in Athens to announce the decision for Athens to be the host venue for the 2006 Awards. Greece had recently hosted the Olympic Games, and the Greek team had won the European Championships in 2004. These successes were referred to.
There followed a number of meetings and other exchanges between the Ministry, RAM, PMG, PMG Greece, and FIFPro. Although there was as yet no binding agreement, plans for the Awards started to be made. Those who started to prepare plans included Mr Rory Renwick, Mr Derek Hanlon (who was to become the Executive Producer), Mr Simeon Pines (who was to become the Producer). Amongst the documents that Mr Pines prepared was what he called a “wish list” dated 30 March 2006 relating to technical specifications, the venue, staff and other matters. But by 10 th April 2006 Mr Ciclitira was becoming concerned at the delay, and wrote to Mr Orfanos expressing this.
The parties to the Agreement were RAM, PMG and the Ministry. There were recitals to the Agreement. These included references to the fact that FIFPro had granted rights relating to the Awards exclusively to RAM. The Agreement included the following provisions:
“I Hosting of 2006 FIFPro Awards
1. RAM as the exclusive licensee of the commercial rights in and to the FIFPro Awards, hereby grants MoC the right to host the 2006 FIFPro Awards in Athens subject to and in accordance with, the provisions of this Agreement ….
3. In consideration of being granted the right to host the 2006 FIFPro Awards pursuant to paragraph 1 above MoC undertakes to do as follows:-
(a) to procure the use, free of charge, of a suitable venue in Athens (the “Venue”) for the purposes of hosting the 2006 FIFPro Awards. As soon as practicable after signature of this Agreement representatives of MoC and PMG (on behalf of RAM) will meet to establish the appropriate Venue taking into account the requirements of FIFPro, RAM and PMG and of the host broadcaster to be appointed in accordance with sub-paragraph c) below. MoC shall assist RAM (and PMG) in negotiating the agreement with the relevant Venue provider for the use of the Venue.
(b) to guarantee to RAM, the payment of the sum of €4 million (four million Euros), by way of a hosting fee, in the following instalments and upon presentation of the appropriate invoices:-
- 30%, being €1,200.000 (one million two hundred thousand Euros), within 10 (ten) days of signature of this Agreement, upon presentation of an equal amount Bank guarantee;
- 30%, being €1,200.000 (one million two hundred thousand Euros), on Friday 30 th August 2006;
- 30%being €1,200.000 (one million two hundred thousand Euros), on Friday 15 th October 2006; and
- 10%, being €400,000 (four hundred thousand Euros) within ten (10) days of the end of the 2006 FIFPro Awards.
(c) to procure a suitable host broadcaster in Greece to produce (at the cost of MoC or the relevant host broadcaster) an audio-visual recording of the 2006 FIFPro Awards (the “Recording”) of an internationally acceptable broadcast standard for the purposes of worldwide distribution, in a format similar in length and content to the recording of the 2005 event, which format has previously been approved by RAM. For the avoidance of doubt MoC acknowledges that all copyright and other intellectual property rights in the Recording (and in the 2006 FIFPro Awards) shall vest automatically upon their creation in RAM save only that the host broadcaster shall be granted the exclusive licence to transmit the Recording as well as recordings of December 2009. The terms of the production and broadcast agreement(s) to be entered into by the relevant parties and the host broadcaster shall be negotiated, in good faith, as soon as practicable after signature of this Agreement and, without limitation, shall require the host broadcaster to obtain and pay for all consents, clearances and licences as are needed to enable the Recording to be distributed internationally by RAM (with the assistance of PMG).
4a) Payment of the hosting fee referred to at paragraph 3b) above shall be made in full in Euros free and clear of any and all set-offs, deductions, withholdings or taxes levied by the local Greek tax authorities (including, without limitation, withholding taxes and value added tax).
II Additional Rights and Benefits for MoC
1(a) In addition to being granted the right to...
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...428, 433-4 (Lord Reading CJ); Ram Media Ltd (in admin) v Ministry of Culture of the Hellenic Republic (Secretariat General of Sport) [2008] EWHC 1835 (QB), [173]-[174] (Tugendhat J). See also Aalders (n 46) [77] (Ward (272) Ministry of Sound (n 271) 825-6 [4]-[8] (Nicholas Strauss QC). (273......