CL-2022-000048 - [2025] EWHC 1810 (Comm)

Most tellingly, the postcode is backdated. The postcode of the Bridge Properties, which appears in the Tenancy Agreement dated 16 January 2013, is SW11 8NP. However, this postcode was not ascribed to the Bridge Properties until 2016, as evidenced by a letter from Royal Mail dated 10 November 2016, which fortunately was retained by a resident property management company, Bridge RTM Company. An email communication from Royal Mail sent to occupiers was shared with Dr. Tayeb on 26 March 2022 which officially confirmed that the "SW11 8NP postcode was not created or assigned to these properties until 10th November 2016. Had the agreement been executed in 2013 as claimed, whoever drafted it could not have known of the planned ... change ...".

The individual tenants (B-H) under the Tenancy Agreement were all minor children at the material time, being between 3-8 years old. The Bridge Properties comprise both commercial and residential units owned by the BVI Companies. There is obviously no reason why minor children would lease commercial premises. Nor is there any legitimate reason for the Tenancy Agreement to be for a perpetually renewable term to infant children, or for them to have a right to assign it as they see fit. Nor is there any legitimate reason why the tenants should be able to set off all income and expenses in relation to the properties against future rent (see clauses 1-4).

Moreover, the Tenancy Agreement purports to let the commercial units, despite the fact that they had already been let to third parties. In the Tenancy Agreement, the leasehold of the commercial suites is owned by Westdene Investment Limited. However, from 26 May 2006 onwards, it is apparent from an Underlease that at least one of the commercial suites (Suite 3) was leased to HCA International Limited (HCA), a healthcare provider. That lease was for a term of 10 years, and in 2016 HCA took an underlease of another of the commercial suites (Suite 2) for a further 10 years which had previously been let to Horizon Energy Group (UK) Limited.

According to clause 5 of the Tenancy Agreement, the rent due for the Bridge Properties is £850,000 for the first full 15-year term. This is a substantial undervalue. That is clear from the fact that the rent paid by HCA when taking the 10 year underlease on 12 October 2016 of suites 2 and 3 was £190,000 per annum (after the first year). Moreover, in 2019 the Bridge Properties were valued by Lambert Smith Hampton at £5 million, such that the market value of the rent would have been well in excess of £4,722 per month.

No rent was in fact ever paid to the BVI Companies. IGPL GT alleged that two payments made around January 2013 which total £850,000 represented the payment of rent. However, the first payment was made in 2012 to Mohamed Al Sari, not being a BVI corporate director, and the second came from Hortin in January 2013 but was returned in full less than two weeks after payment. Neither of these payments were made to the BVI Companies. The payments also do not align with IGPL GT’s claim (in proceedings brought by them in the DIFC for specific performance of the Tenancy Agreement) that the payments were made to discharge loans taken out by the BVI Companies from Coutts Bank in January 2013: the documentary evidence shows that those loans were only discharged six months later in June 2013.

The Tenancy Agreement records at clause 9 that the BVI Companies were responsible for registering the agreement with the local authorities. There is no record of the Tenancy Agreement ever having been so registered, and the first time there is a reference to it is in June 2019. The BVI Companies knew nothing of it until then; the Al Sari Defendants’ property manager, Mr. Colquhoun-Denvers, had never seen it and was not aware of it; there is no record of it in the BVI Companies’ documentary records handed to the Receiver; and the Al Sari Defendants made no mention of it in their evidence in response to the freezing orders granted against them in 2014.

A ‘representative’ does not require a strict relationship of agency; it is the person ‘representing’ the interests of the non-party in the proceedings. (Footnote: ³³) In this case that was the Receiver (through whom the BVI Companies acted), representing the Bank’s interest in resisting the alleged debt under the Globe Documents. (Footnote: ³⁴)