Mrs Daad Sharab v His Royal Highness Prince Al-Waleed and Another
| Jurisdiction | England & Wales |
| Judge | Sir William Blackburne |
| Judgment Date | 29 June 2012 |
| Neutral Citation | [2012] EWHC 1798 (Ch) |
| Court | Chancery Division |
| Docket Number | Case No: HC07C03194 |
| Date | 29 June 2012 |
[2012] EWHC 1798 (Ch)
Sir William Blackburne
Case No: HC07C03194
IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION
Royal Courts of Justice
Strand, London, WC2A 2LL
Clive Freedman QC and Alexander Robson (instructed by TLT Solicitors LLP) for the claimant
Christopher Pymont QC (instructed by Hogan Lovells International LLP) for the defendant
Hearing dates: 30 May and 1 June 2012
Introduction
There are four applications before me. They arise in proceedings which began in November 2007 and have yet to come to trial. I shall first explain what the case is about, after which I shall summarise the procedural background. This will set the scene for the four applications.
The claimant Daad Sharab, whom I shall refer to simply as the claimant, is of Jordanian nationality, lives in Jordan but has a flat in London. She was born in Saudi Arabia where she lived for 18 years before moving to Jordan. She has a daughter, now aged 18, who lives and has been educated in Jordan. The claimant spends three months or so each year in her London flat and has done so since 1988 with the exception of the years 1995 to 1998 when she was again in Saudi Arabia. She was represented before me by Clive Freedman QC and Alexander Robson.
The claimant runs a family-owned consultancy business called Trans Arab World for Commercial Mediation of which she is the chairman. In that role she acts as a consultant intermediary, providing commercial introductions between parties. She runs it with her father who acts as its general manager. She has a 65% interest in it and her father the remaining 35%. It is based in Amman and has a substantial turnover. A major part of its business is (or was) effecting introductions for clients in Libya. She used frequently to visit that country.
The defendant Prince Al-Waleed, whom I shall refer to as the defendant, is a member of the Saudi royal family. He is a man of very considerable wealth. He is chairman of Kingdom Holdings Company which he established. It manages and holds investments. Among the assets owned by him are (or were at the material time) two aircraft, an Airbus A340 and a Boeing 767. He was represented before me by Christopher Pymont QC.
These proceedings concern the claim of the claimant to the commission to which she says she became entitled as a result of services she performed for the defendant in relation to the sale by him of the Airbus to the Libyan Arab Foreign Investment Company. Negotiations for the sale took place over many months between 2003 and 2005. The price ultimately achieved was $120 million. For a period there was a proposal for an investment of around $20 million by the Libyan Agricultural Investment Company in what was called Project Toushca which was an agricultural venture in Egypt being undertaken by a subsidiary of Kingdom Holding Company. In the end nothing came of this. The then President of Libya, Colonel Gaddafi, was closely involved in the Airbus transaction as, given its specifications, the aircraft was intended for his use.
The claimant contends that she undertook her role as broker between the defendant and the Libyans pursuant to an oral agreement reached at a meeting between her and Mr Fouad Alaeddin, acting as the defendant's agent, in a London restaurant on 25 August 2001. At that stage it had not been decided which of the two aircraft would be sold. There was also discussion at the meeting of persuading the Libyans to invest $20 million in Project Toushca. She contends that the sole purpose of Mr Alaeddin's visit to London was to discuss the deal and agree the terms on which she was to act. She contends that Mr Alaeddin told her that the defendant would pay her $2 million if she could sell one of the aircraft to Libya and a further $1 million if she could secure the desired investment in Project Toushca. In paragraph 51 of her first witness statement she states that she considered this to be a firm offer which she accepted verbally. She says she did so acting in a personal capacity.
She goes on to allege that this agreement was later varied at a meeting with the defendant in Libya in April 2003. By that time the Airbus had been identified as the aircraft to be sold. On that occasion, she alleges, it was agreed that if she succeeded in selling the Airbus for anything in excess of $110 million she could keep the excess. She alleges that the agreement as so varied was confirmed with Mr Alaeddin at a meeting in Tripoli (in Libya) in July 2003. By then, the claimant alleges, she had persuaded Colonel Gaddafi to purchase the Airbus for $120 million and to commit $20 million to Project Toushca. She alleges that in the presence of Mr Alaeddin she stated over the telephone to the defendant that she would only conclude the deal with Colonel Gaddafi for the sale of the Airbus for $120 million if her agreed commission was $10 million (being the excess over $110 million). She says that he agreed to this. She further contends that in September 2005 the defendant telephoned her in London to thank her for her efforts and success and to confirm that he would pay her the $10 million commission. In the meantime there had been difficulties in obtaining payment from the Libyans of the full purchase price in that only $70 million had been paid. The claimant alleges that she was able to negotiate a settlement with the Libyan authorities whereby the sale to them of the Airbus would be completed and the remaining $50 million paid but that they would be released from the proposed investment in Project Toushca. She alleges that a few days later the defendant again rang her and confirmed that she would be paid the $10 million once the outstanding $50 million was paid. She goes on to allege that after further delays and further efforts on her part the outstanding $50 million was eventually paid over and ownership of the Airbus transferred by the defendant to the Libyan authorities. She claims that thereupon she became entitled to the $10 million which, however, the defendant refused and, despite many requests, continues to refuse to pay.
The defendant, while admitting that the claimant negotiated with the Libyan authorities and Colonel Gaddafi, contends that his arrangement with her, agreed at a meeting with him on board his yacht in Cannes in early August 2001, was that depending on what her contribution was to a completed sale of one of his aircraft to Colonel Gaddafi and to raising money for Project Toushca he would decide at his own discretion what she should be paid. He says that in accordance with his practice in relation to previous dealings between himself and the claimant these were matters he would assess at the end of the transaction. He denies that Mr Alaeddin (whom he describes as someone he has known professionally for over 20 years, a family friend of the claimant and, like her, a Jordanian) had any authority to bind him, denies that he was even aware of any arrangement for Mr Alaeddin to travel to London later that month to meet the claimant and denies that any agreement of the kind alleged was reached at the London restaurant. He denies therefore that he became contractually bound, then or subsequently, to pay the claimant any commission, let alone the fixed amounts that she claims. He accepts that the claimant and Mr Alaeddin each played a role in the eventual sale of the Airbus but contends that their effectiveness in achieving this was limited and that (as he puts it in his witness statement of 1 September 2010) "the two crucial steps in forcing a resolution of the issues" holding up the sale (which he then describes) were taken by himself.
I am not concerned with the merits of the dispute but with the extent to which, in the light of what has happened procedurally, it is open to the claimant, without more, to pursue against the defendant what has been described for short as the quantum meruit claim and, if in the events that happened she has no such current right to do so, whether she should be given permission to bring such a claim against him in this jurisdiction. This stems from the fact that, so far as material, the defendant has at all times been and remains outside the jurisdiction.
The procedural steps taken to bring the claims before this court
I shall now relate what the steps have been to bring the claimant's claims before this court and how therefore the current differences between the parties have arisen which have given rise to the applications before me.
The claim form, to which particulars of claim were attached, was issued on 27 November 2007. It seeks $10 million by way of commission for the claimant's services in relation to the sale. In the alternative it claims that amount "upon a quantum meruit basis" or, in the further alternative, as damages for breach of contract. Interest is also claimed. (I will come later to how this is pleaded in the particulars of claim.)
Mindful of the need to get the court's permission to serve her claim form on the defendant out of the jurisdiction, the claimant applied to the court for the requisite permission. The matter came before Lindsay J on 21 December 2007. Before the court were the claim form with the attached particulars of claim, the claimant's first witness statement dated 24 September 2007, a witness statement dated 23 November 2007 of Neil Meakin, the partner in the claimant's solicitors who had conduct of the matter, and the skeleton argument of Mr Ken Craig, counsel who had settled the particulars of claim and who represented the claimant at this stage (and who continued to do so until quite recently when he took up a judicial appointment). There was no formal application (as perhaps there should have been) but nothing turns on this. Both...
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