Summary

Where under the terms of the relevant agreements sponsorship monies were not "profits relating to or accruable from the event", the claimant had failed to establish a proprietary claim based on assignment.

Facts

The appellant (C) appealed against the dismissal of her action against the respondent first defendant (M) claiming a proprietary interest on the basis of assignment, subrogation or constructive trust in the whole or part of sponsorship monies of $1 million paid to M by the Government of the Rivers State in Nigeria in relation to a Miss World pageant. C had sought to claim from M the losses she incurred as a result of a Miss World Royal Gala Dinner held in London by recovering 60 per cent of the profits allegedly generated by the dinner, or alternatively recovering £100,000 said to have been wrongly paid out by M to a third party from money guaranteed by C. M was the operating company of the Miss World Organisation. In 2002 M signed an agreement with a company (S) for S to stage the 2002 Miss World Pageant in Nigeria. S appointed the second defendant company (N) to assist with the promotion of the pageant. N organised the London dinner. All the costs were to be borne by N and N agreed to make an advance payment to M to cover a substantial charitable donation, costs of contestants’ accommodation and hire of the venue. C was persuaded to put up a UK bank guarantee and in return C was to receive 60 per cent of the profits from the dinner, half of C’s share of the profits would then be returned to N. When N did not pay the sums due to M under its agreement with M, M called on the guarantee. C submitted that her claims based on assignment, subrogation and constructive trust should be maintained. M submitted that there was in reality no difference between any of those three claims and that if C could not succeed on assignment she could not succeed either on subrogation or constructive trust.

Held

The court had to consider whether the sponsorship monies were "profits relating to the event" within an agreement between M and N and "net profit accruable from the show" within an agreement between N and C. If they were not, there was nothing in respect of which C's claims based on assignment, subrogation or constructive trust could take effect. As a matter of language "profits relating to or accruable from an event" were capable of including monies paid by way of sponsorship of the event. The agreement between M and N, by conferring on N the right to stage the Gala dinner and take the balance of the profits granted it a contractual right as against M to retain the profits or recover the amount of them that came into the hands of M. The agreement between N and C, by providing that C should receive 60 per cent of the net profit granted her, irrespective of any proprietary interest she may have acquired, a contractual right to recover the amount of those profits from N. However it was against all reason to suppose that S and M could have intended that any part of the sponsorship monies should be treated as profits relating to or accruable from the Gala Dinner for the purposes of the agreements between M and N and N and C. The reality of the position was that N had had a negotiating position in regard to the sponsorship monies which was exploited with partial success with S. The agreement between N and S entailed a recognition by N that it had no claim to any part of the sponsorship monies as against M. If N had no right to any ascertained or unascertained part of the sponsorship monies, neither did C. C could only have had a claim against M if N had a prior claim against M. The sponsorship monies could not, on the facts, have been treated as having been profits relating to or accruable from the Gala dinner.

Appeal dismissed.