[2024] EWHC 1931 (Comm)

Apparel is a large fashion and lifestyle retailer in the Middle East and Asia. It sells over 85 brands of clothing in more than 2100 stores in 14 countries. It has its headquarters in Dubai. Among the brands of clothing sold by Apparel is Tommy Hilfiger.

Mr Iqbal is, according to Particulars of Claim signed the day before the Order was obtained, a “businessperson based in England concerned with various ventures related to the sale of fashion and lifestyle goods”.

TK Maxx is the trading name of TJX UK (‘TJX’). TJX is a private unlimited company incorporated in England in 1995. TJX is a subsidiary of a US company which trades in America as TJ Maxx. TK Maxx has 596 stores in Europe and Australia. It sells designer brands at discounted prices. TK Maxx’s stores are sometimes combined with a homewares company called Homesense.

On 22 March 2022, someone purporting to be a “senior buying lead” for TK Maxx and Homesense, using the name “Natalie Brown” approached Mr Michael Farah of Apparel by email. The email address used by Natalie Brown was [email protected]. The email said:

“Hi Michael,

I am a senior buyer at TK Maxx UK and we are interested in exploring the opportunity to acquire past season/leftover stock of clothing, shoes and accessories from Apparel Group. Please let me know if there is an opportunity.”

Mr Farrah responded by putting “Natalie Brown” in touch with Vishal Saxena, a planning manager at Apparel. Natalie Brown copied in another person apparently from TK Maxx called Rohan Rai to her reply. Mr Rai’s job title as per the footer in his email was “Head Buyer (UK & Ireland) TK Maxx”. His email address had the same format as that used by “Natalie Brown”. A meeting by MS teams took place between Apparel representatives and “Natalie Brown” and “Rohan Rai” on 31 March 2023, although neither Ms Brown nor Mr Rai is reported to have turned on their video cameras for this meeting.

Nothing in the call seems to have aroused any suspicions at Apparel. Had Apparel checked with TK Maxx at this time, they would have discovered that TK Maxx had never heard of Natalie Brown or Rohan Rai. Unfortunately, Apparel only found this out in October 2023. I will refer to Ms Brown and Mr Rai collectively as “the TK Maxx Impersonators”.

Apparel shared its inventory of Tommy Hilfiger and Calvin Klein items with Ms Brown and Mr Rai by email. Mr Rai sent to Apparel by email the Annual Report for TJX for the year ended 29 January 2022. Mr Rai later sent the VAT registration document for TJX and company incorporation documents. All of these documents appear to be genuine.

On 2 May 2023, Ms Brown sent an email to Mr Saxena saying that she and Mr Rai were interested in purchasing both inventories which they had been sent. Mr Rai claimed that TK Maxx standard terms of payment to were “30 days from receipt of goods in our EU warehouse”. On 9 May 2023, Ms Lavina

Pinto, of Apparel, informed Ms Brown by email that they had received approval to offer a 30-day credit as long as the total value of the items in the order was less than EUR2 million.

Apparel requested a “customer information sheet” for TK Maxx. This was provided by email by “Natalie Brown” as a pdf document. It included “her” mobile telephone number, “her” electronic signature and company stamp apparently for TJX. It also provided contact details for a “Jane Marsh” at TK Maxx and bank account details. It stated that TK Maxx was established in 1905. This ought to have rung alarm bells at Apparel because TK Maxx was not established until 1995.

On 6 June 2023, Mr Rai sent a TJX Purchase Order to Apparel for 23,298 items of Tommy Hilfiger clothing and footwear (‘the Goods’). The agreed purchase price for the Goods was AED6,2 million (approximately £1.2 million). The buyer was stated as being Natalie Brown.

The Goods were shipped in two containers on a Maersk Vessel, the “SEASPAN SANTOS”, at Jebel Ali, UAE, on 26 June 2023. The Waybill refers to Triburg Freight Services (‘Triburg’) as the shipper, Antwerp as the port of discharge and names a forwarding company in Antwerp as the consignee. On 21 June 2023, Mr Rai sent an email to Apparel saying that the Goods were expected to arrive in Antwerp in mid-July.

On 16 July 2023 Ms Pinto, of Apparel, received an email from Mr Rai saying that the Goods were now “expected in Cape Town (via EU)”. On 26 July 2023 and 28 July 2023 Ms Pinto chased for payment for the Goods. On 28 July 2023 Natalie Brown copied into an email to Apparel a “Malcolm Yani” with an email address in the same format as that used by Ms Brown and Mr Rai and asked him to update Apparel.

On 1 August 2023, Mr Yani sent Apparel an email saying that the goods were being held by South African Customs.

On 16 August 2023, Mr Yani asked Apparel for documents to show to South African customs. There was a further MS Teams meeting between Mr Rai and Apparel on 23 August 2023 to discuss what documents were required. Following that call, on 29 August 2023, a document in the requested form was sent by Apparel.

Apparel then chased Mr Rai, Ms Brown and Mr Yani for payment again but communications ceased from 10 October 2023. Hallam1 states that on 23 October 2023, Apparel learned that TK Maxx had never heard of Mr Rai, Mrs Brown, Jane Marsh or Mr Yani.

As to events thereafter Hallam1 states that Apparel then made enquiries of Triburg who revealed that the Goods had in fact arrived in Antwerp on 24 July 2023 and had not gone to South Africa. Hallam1 also exhibits a “machine translation” of a letter from a Dutch lawyer acting for the purchasers of the Goods, LGD Import Export BV (‘LGD’). The letter states (in summary) that:

On 16 October 2023, Ms Pinto received an email from LGD stating that LGD had bought the Goods from “TK Maxx with all the right documents”. This email was copied to [email protected]. No explanation was given by LGD for copying that email address in.

On the same day, Ms Pinto received an email from a “Sam” at [email protected] saying that the problem “has nothing to do with my client” and suggesting that Apparel take the matter up with TK Maxx direct. Sam provided the contact details for Rohan Rai and Natalie Brown.

The next day, 17 October 2023, Mr Iqbal (again referring to himself simply as “Sam”) sent to Apparel some email correspondence which on its face appeared to be between him and Ms Brown and Mr Rai. According to this email correspondence Ms Brown and Mr Rai had approached Mr Iqbal via LinkedIn (using the name Sam) and had engaged him as a broker or agent for the sale of the Goods to LGD. Mr Iqbal’s commission from TK Maxx , according to this email correspondence, was 7%.

On 19 October 2023, the Head of Legal at Apparel sent a cease and desist notice to LGD.

On 20 October 2023, Mr Iqbal (using the name Sam again) sent another email to Apparel. In this email he claimed (falsely) that TK Maxx sold the Goods to “our Kong Kong entity”, “HK Stocklot Trading Co. Ltd” (“HKS”), who then sold it to LGD. Attached to the email was a purchase order naming HKS which was almost identical to the purchase order sent to Apparel by LGD in June. The only difference is the buyer details say HKS rather than LGD. The price is the same. The document is not genuine and was in fact created by Mr Iqbal.

Hallam1 states that the purchase price paid by LGD (EUR353,475) was paid into an account of a company linked to Mr Iqbal and that the same company paid Triburg US6,296 to transport the Goods to Antwerp.

Under the heading “full and frank disclosure” Hallam1 states: