Never Mind the Contract, Here’s the Estoppel

This post has been contributed by Professor Roger Halson, Module Convenor for Contract law.

Back in 1998 the members of the Punk Band, The Sex Pistols, entered an agreement, commonly called a Band Member Agreement (BMA), to regulate the future exploitation of the band’s music rights. Perhaps to allow for the larger than life personalities of band members such as Johnny Rotten and Sid Vicious, the BMA seemed to allow for majority voting on these issues.

Recently, a dispute arose from a proposal, supported by the estate of the now dead Sid Vicious and based upon the diary of Steve Jones another band member, to use the Band’s music in a TV series to be directed by Danny Boyle. Johnny Rotten (real name John Lydon) objected to the proposal and the case was heard by the High Court as Jones v Lydon in September 2021.

A judge would never borrow from the title of the Groups most infamous album and describe the arguments of either side as a load of b….s! Nonetheless the attempts of Johnny Lydon to assert that he had a right to veto any majority decision under the BMA were firmly dismissed. Sir Anthony Mann found that:

• There was no general doctrine of estoppel as asserted by Mr Lydon
• Rather there were distinct types of estoppel including: estoppel by convention, estoppel by representation, proprietary estoppel and promissory estoppel
• Each type of estoppel has its own separate and distinct requirements none of which had been established by Mr Lydon

As we know if a contract is not varied by a modification supported by good consideration and no estoppel, such as promissory estoppel which we have studied in detail, can be established there is only the original contract to regulate the rights of the parties. Applying this approach and a proper interpretation of the BMA the High Court held that the majority voting rules bound Mr Lydon who did not have a right to veto the proposed use of the Sex Pistols material. What I wonder would Johnny Rotten, now aged 66, have said about this in his riotous past, maybe ‘God save the Queen’s Counsel, a fascist regime’?