Kazeminy & Ors v Siddiqi & Ors [2009] EWHC 3207 (Comm) (09 December 2009)

Kazeminy & Ors v Siddiqi & Ors [2009] EWHC 3207 (Comm) (09 December 2009)

The defence that repayment of the loans and promissory notes was to be deferred until profits arose is improbable but not fanciful, given some documentary support and lack of direct contradiction at the time. The court cannot conclude that the defence is bound to fail without a trial. However, given the weakness of the defence, a conditional order for payment into court is appropriate.

Citation
[2009] EWHC 3207 (Comm)
Parties
Claimant: Mr. Nasser Kazeminy; Claimant: Triomphe Investments I, LLC; Claimant: Triomphe Investments II, LLC; Claimant: Triomphe Investments III, LLC; Claimant: Triomphe Investments IV, LLC; Defendant: Mr. Kamal Siddiqi; Defendant: Fraver-Nash Technology Limited (in liquidation); Defendant: Frazer-Nash Research Limited; Defendant: Metrocab Limited (in liquidation); Defendant: Metrail Holdings AG; Defendant: Kamkorp Limited; Defendant: Kamkorp Investments Limited
Jurisdiction
England and Wales
Judgment Date
09 December 2009
Procedural Posture
Commercial Court Claim for Recovery of Loans and Promissory Notes / Application for Summary Judgment
Outcome
Summary judgment refused; conditional order for payment into court proposed, subject to further evidence as to means.
Legal Topics
Summary Judgment, Promissory Notes, Parol Evidence Rule, Loan Agreements, Conditional Orders
Commercial Law Contract Law Summary Judgment Promissory Notes Parol Evidence Rule Loan Agreements Conditional Orders

Case Brief

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Parties

Mr. Nasser Kazeminy

Claimant

Triomphe Investments I, LLC

Claimant

Triomphe Investments II, LLC

Claimant

Triomphe Investments III, LLC

Claimant

Triomphe Investments IV, LLC

Claimant

Mr. Kamal Siddiqi

Defendant

Fraver-Nash Technology Limited (in liquidation)

Defendant

Frazer-Nash Research Limited

Defendant

Metrocab Limited (in liquidation)

Defendant

Metrail Holdings AG

Defendant

Kamkorp Limited

Defendant

Kamkorp Investments Limited

Defendant

Procedural Posture

Commercial Court Claim for Recovery of Loans and Promissory Notes / Application for Summary Judgment

Legal Issues

  1. 1 Whether the defendants have a real prospect of defending the claim for repayment of loans and promissory notes based on an alleged oral agreement to defer repayment until profits arise
  2. 2 Whether evidence of an oral agreement is admissible to vary the terms of promissory notes
  3. 3 Whether a conditional order for payment into court is appropriate

Ratio Decidendi

The defence that repayment of the loans and promissory notes was to be deferred until profits arose is improbable but not fanciful, given some documentary support and lack of direct contradiction at the time. The court cannot conclude that the defence is bound to fail without a trial. However, given the weakness of the defence, a conditional order for payment into court is appropriate.

Court Disposition

Summary judgment refused; conditional order for payment into court proposed, subject to further evidence as to means.

Orders

  • Defendants to pay into court the sum claimed (over $25 million), structured so that no defendant pays more than the sum claimed against them, unless further evidence shows this would stifle the defence.