Lessons from Future Sound Asia v The 1975 for businesses partnering with risky collaborators

Should rockstars be held personally liable for their outrageous on-stage behaviour? Not unless the relevant contract expressly provides that they are, or there is some other compelling evidence that they assumed such responsibility, according to a recent High Court judgment. In a finding that provides event venues and organisers with a useful reminder of the importance of clear contractual allocations of liability, The 1975 have successfully defeated a claim that they should be personally liable for losses allegedly resulting from their behaviour at a festival in Malaysia. This article explores the key lessons for businesses in the hospitality and leisure sectors.

The case

Future Sound Asia v The 1975 Productions LLP & others centres on the July 2023 Good Vibes Festival in Malaysia. The organiser of the festival, Future Sound Asia, is suing The 1975, alleging that it was forced to cancel the event due to onstage behaviour from the band which offended local laws and customs. The contractual claim lies against the band’s LLP, which was the contracting party, but the organiser argued that the individual members of the band should also be personally liable in tort for losses resulting from the cancellation of the festival. In order to succeed, the organiser was required to show that the band members owed a special duty of care (expanding upon established Hedley-Byrne principles[1]) or that it was otherwise fair, just and reasonable for the Court to impose one. This was despite the fact that the band members had no contractual relationship with the organiser because they contracted via their LLP, which was a separate legal entity.

Following a review of the organiser’s submissions – which listed the offending behaviour in uncensored detail – the Court found that the organiser had no case against the band members personally. The facts relied upon by the organiser, including a letter from the band manager confirming to the licensing authority that The 1975 would adhere to local laws, did not come close to evidencing an assumption of personal responsibility. The parties had decided on an allocation of risk which meant that the claim could only proceed against the band’s LLP, which alone had contracted with the organiser. In so doing, the Court upheld the principle that the law will not impose obligations in tort which would circumvent that risk allocation. Accordingly, the claim against the individuals was struck out.

Ensure the contract is clear on responsibilities and liability

One of the most significant takeaways from this case is the importance of contractual clarity. If organisers want individual collaborators to be personally responsible for their actions, or to ensure there is no ambiguity about where liability lies, they should ensure that is spelt out in the contract. Seeking this protection can be particularly important when: (i) there are licensing restrictions or cultural sensitivities within which the organiser is themselves required to operate, such as noise limits or local decency laws; or (ii) the organiser is partnering with unruly or unpredictable characters.

In this case, there was no evidence that the band members were personally aware of the local laws, and things said or done on their behalf by their management were nowhere near enough to show they had assumed personal responsibility. In any event, the Court found that it would be wrong to impose such responsibilities on the band where the organiser had bargained for a different level of protection in the contract: specifically, the organiser did not have express recourse against the individual band members personally if the performance did not fulfil expectations.

This highlights the necessity for businesses to ensure that their contracts with performers, vendors, and other partners clearly define the scope of liability and responsibilities. For hospitality and leisure businesses, this means drafting contracts that expressly state who is liable in the event of misconduct or some other dispute. This can prevent legal ambiguities and ensure that liability is appropriately allocated. Involving specialist lawyers when drafting contracts is the obvious way to safeguard against potential legal challenges.

Identify and mitigate risks in advance

The case underscores the need for robust risk management practices. The hospitality and leisure sectors are inherently risky, with events and performances often involving numerous variables that can lead to disputes. Implementing comprehensive risk management strategies can help mitigate these dangers. This includes conducting thorough due diligence on partners and performers, ensuring compliance with local laws and regulations, and having contingency plans in place for potential disruptions.

Businesses should also consider obtaining appropriate insurance coverage to protect against unforeseen events. This can include event cancellation insurance, equipment insurance and other relevant policies that can provide financial protection in the event of a dispute or incident.

Consider legal structures and personal liability

The protective nature of legal structures like LLPs proved to be a focal point in this case. The fact that the individual band members were shielded from personal liability, due in part to contracting through their LLP, demonstrates the importance of ensuring that a business adopts the right legal structure. Hospitality and leisure businesses, especially those that have expanded and potentially outgrown their existing structure, should consider how best to shield individual members and other parts of the business from liability.  

This is particularly relevant for businesses that operate in high-risk environments or involve significant financial investments. By structuring the business as an LLP or a limited company, owners can limit their personal liability and protect their personal assets from potential legal claims. Similarly, where the hospitality or leisure business is a new venture for an existing property-based business or landed estate, structuring this as a separate legal entity can safeguard the existing assets.

It is also worth considering the legal structure and asset position of the party you are contracting with. If it is not clear that it holds sufficient assets or has insurance against which a court order could potentially be enforced, this may be another reason to seek recourse against the relevant individuals when negotiating the contract.

Conclusion

This case offers valuable lessons for businesses that host events or partner with potentially unpredictable collaborators. With sufficient scrutiny of commercial contracts before signature, in addition to placing a focus on risk management and legal structures, businesses can better navigate potential legal challenges and avoid the need for litigation when “good vibes” turn bad.

[1]  The Court accepted the organiser’s submission that the principle from Hedley Byrne & Co. Ltd. v. Heller & Partners Ltd [1964] AC 465, which imposes a duty of care on a party who provides advice or information to another and knows, or ought to know, that the other party relies on that advice, was not confined to statements but may apply to the provision of services more generally. The Court therefore agreed that, in principle, a performer could assume personal responsibility to an organiser sufficient to create a duty of care (albeit there was no prospect of the organiser establishing that on the facts of this case).

This publication is a general summary of the law. It should not replace legal advice tailored to your specific circumstances.

© Farrer & Co LLP, April 2025