Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden NV v Societe Bengaz SA & Anor
[2024] EWHC 901 (Comm)
MA Fastmove Limited v Global Billpay Private Limited & Ors
14 November 2024
[2024] EWHC 2922 (Comm)
High Court
A company (Fastmove) won a quick court case against two other companies (Billpay and FMC) and a person (Salamat) because they didn't properly send money as agreed in a contract. The judge ruled quickly against Billpay and FMC, but gave the person more time to explain themselves.
Key Facts
- •MA Fastmove Limited (Fastmove) sought summary judgment against Global Billpay Private Limited (Billpay), FMC Trading (FMC), and Ali Salamat.
- •The claim involved breach of contract and breach of trust related to a banknotes exchange agreement.
- •Billpay did not acknowledge service, FMC and Salamat did not file a defense.
- •Approximately £35 million in cash was handled through the agreement, resulting in a significant shortfall.
- •The Banknotes Agreement included a clause where Billpay assumed sole responsibility for liabilities of itself and/or FMC.
- •Salamat, previously Billpay's director, refused further remittance orders and raised various unsubstantiated reasons.
- •Fastmove obtained a freezing injunction in Singapore before initiating the UK proceedings.
Legal Principles
Summary judgment test: claimant must have a realistic, not fanciful, prospect of success; court must not conduct a mini-trial; court considers evidence before it and reasonably expected evidence at trial.
Easyair Limited v Opal Telecom Limited [2009] EWHC 339 (Ch) at [15]
Director's liability for procuring company's breach of contract: generally not liable if acting bona fide and within authority; exception for dishonesty.
Said v Butt [1922] 3KB 497; Crystalens v White [2006] EWHC 3357 (Comm)
Contractual interpretation: consider the entire agreement, including definitions and the factual matrix; avoid unduly literalist interpretations; pre-contractual discussions may be considered but are subordinate to written contract.
Arnold v Britton [2015] UKSC 36; Wood v Capita Insurance Services Ltd [2017] UKSC 24
Summary judgment in fraud claims: cogent evidence needed; dishonesty cannot be inferred from facts equally consistent with honesty; pleadings should be generously construed.
King v Stiefel [2021] EWHC 2045 (Comm) at [25]
Outcomes
Summary judgment granted against Billpay for breach of contract and breach of trust.
Clear contractual obligations breached; Billpay assumed liability for FMC; evidence of trust established.
Summary judgment granted against FMC for breach of contract.
Joint contractual obligation; agreement's construction shows joint liability; clause 8 did not waive Fastmove's rights against FMC.
Summary judgment application against Mr. Salamat adjourned.
Dishonesty not explicitly pleaded; further particulars needed to establish personal liability; opportunity given to Mr. Salamat to provide evidence.
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