Summary

On 24 February 2025, the High Court held that individual members of English band, The 1975, were not personally liable for the cancellation of a Malaysian music festival, following their allegedly “contravening” onstage conduct. The 1975’s successful strike-out application underlines the potential legal implications for parties contracting with limited liability partnerships (LLPs) as opposed to individuals, and the importance of privity of contract. 

Background

In July 2023, The 1975 played a headline slot at the Malaysian festival “Good Vibes Festival”, which was organised by Future Sound Asia Sdn Bhd (Claimant). The 1975’s set was halted by Malaysian authorities after lead singer Matty Healy allegedly engaged in certain actions onstage, including drinking alcohol, smoking cigarettes, delivering a profanity-laden speech criticising the Malaysian government, and kissing his bandmate, Ross MacDonald. The Claimant alleged that this conduct violated Malaysian criminal law and the PUSPAL Guidelines, a set of regulations issued by the Malaysian Central Agency for the Application for Foreign Filming and Performance of Foreign Artists. The Claimant alleges that as a result of this conduct, the Malaysian authorities revoked its licence to host festivals, causing the cancellation of the remaining two days of the festival and £1.9m in loss and damage. 

Claim

The Claimant subsequently brought a claim for breach of contract against the relevant contracting entity, The 1975 Productions LLP (D1), which is the vehicle used by the band in relation to their overseas performances. Notably, the Claimant also brought claims against the individual band members for negligence: Matty Healy (D2), Adam Hann (D3), Ross MacDonald (D4), and George Daniel (D5), despite D2-D5 not being parties to the contract with the Claimant in connection with the band’s performance. 

The Claimant argued it was fair, just and reasonable to impose a duty of care on D2-D5 given they were aware that they had to conduct themselves in a lawful manner which would not breach:

1. Malaysian criminal law, including through “any acts of gross indecency, including same-sex kissing”; 
2. the Prohibitions (namely, refraining from swearing, smoking, drinking alcohol, removing clothing, or discussing religion or politics (including LGBTQ+ issues) onstage; and
3. the PUPSAL Guidelines. 

The Claimant acknowledged that whilst D3 and D5 did not participate in the onstage kiss between D2 and D4, they were nonetheless liable as joint tortfeasors by common design. The Claimant also claimed exemplary damages. 

Decision

In assessing The 1975’s strike-out application, Deputy Master Hansen had to decide whether the Claimant had a realistic prospect of success, as opposed to a fanciful one. In doing so, it required the Court to analyse whether (i) D2-D5 owed the Claimant a duty of care on the basis of a special relationship, assumption of voluntary responsibility[1] and/or on the basis of the three-fold test. 

In claiming that D2-D5 knew not to breach Malaysian criminal law, the Prohibitions and the PUPSAL Guidelines, the Claimant relied on two pieces of evidence. Firstly, it relied on an undated letter from The 1975’s manager, Jamie Oborne, which stated that the band “shall adhere to all local guidelines and regulations” during their performance (the “Letter”). Where a performer contracts using an LLP or other corporate entity, it is common practice for their management (acting as the performer’s agent) to provide an inducement letter in which they undertake (on their client’s behalf) that the performer will adhere to the terms of the relevant contract. This then creates privity of contract between the individual performer and the other contracting party. 

Secondly, the Claimant relied on a conversation between a representative of the Claimant and three members of The 1975’s tour management team an hour before the show was due to start. The Claimant’s representative told the band’s representatives that there was to be no drinking, smoking, or mention of political issues (including LGBTQ+ related issues) and that there would be serious consequences if there was any such “misconduct”. The Claimant alleged that The 1975’s tour management team accepted these conditions. 

The judge held that neither the Letter nor the Claimant’s reliance on the conversation with the band’s tour management team could be construed as imposing directly or indirectly an assumption of personal responsibility by D2-D5 given that neither came from the individual band members. 

In this case, Oborne addressed the Letter to PUSPAL and not to the Claimant in relation to the services agreement. Therefore, the judge determined that the Letter was a “document designed to tick a box and get over the licensing hurdle”, and did not act as a “voluntary assumption of personal responsibility by D2-D5 to the Claimant”.

Further, the judge held that it was not fair, just or reasonable to impose a duty of care on the individual band members given (i) D2-D5 did not know the content of the PUPSAL Guidelines or Malaysian criminal law and; (ii) the contractual structure agreed to by the Claimant, namely its decision to contract with the band’s LLP rather than with D2-D5 as individuals. 

In rejecting the Claimant’s claim that there was a voluntary assumption of responsibility by D2-D5, Deputy Master Hansen held that “the Claimant’s case is bad as a matter of law and that there is no good reason why the matter should go to trial”. 

On the claim of common design, it was held that D3 and D5 were not liable as joint tortfeasors given D3 and D5 did not actively further the tort[2] and the Claimant did not claim any acts of assistance that were more than trivial[3]. Deputy Master Hansen also struck out the Claimant’s claim for exemplary damages. 

Learning opportunities

This case highlights that during negotiations, parties should think carefully about which entity or entities they may wish to bring a claim against in relation to any potential breach(es) of contract. Contracting with an LLP or limited company will likely limit a Claimant’s ability to hold directors or individual members of an LLP individually liable. Due to the privity of contract issues, the Claimant here could not bring a claim for breach of contract and so had to advance a weaker claim for breaches of duty of care by the individual band members.  It is also important to always include express language in a written agreement in relation to terms that may later be relied upon in a breach of contract claim. Here, the Claimant did not include anything about adherence to local laws and regulations or the PUPSAL Guidelines in the written agreement with D1. 

The Claimant’s claim against D1 for breach of contract continues, but the negligence claims against the individual band members have been struck out.   

[1] Hedley Byrne & Co. Ltd. v. Heller & Partners Ltd. [1964] AC 465

[2] Fish v Fish Ltd v Sea Shepherd [2015] AC 1229

[3] Lifestyle Equities CV v Ahmed [2024] UKSC 17, [2025] AC 1