MA Fastmove Limited v Global Billpay Limited & Ors [2026] EWCA Civ 763

[2026] EWCA Civ 763Case No CA-2025-002302Case No CC-2023-BHM-000002
IN THE COURT OF APPEAL (CIVIL DIVISION)
ON APPEAL FROM THE HIGH COURT OF JUSTICE
Venue BUSINESS AND PROPERTY COURTS IN BIRMINGHAM[2024] EWHC 2922 (Comm)
CIRCUIT COMMERCIAL COURT (KBD)
HHJ Worster
Venue Royal Courts of Justice, Strand, London, WC2A 2LLDate 19/06/2026
Before
SIR GEOFFREY VOS, MASTER OF THE ROLLS LORD JUSTICE MALESLORD JUSTICE HOLGATE
Between
MA FASTMOVE LIMITEDRespondent-and –
Between
GLOBAL BILLPAY PRIVATE LIMITEDDefendantFMC TRADINGAppellantALI SALAMATDefendantWilliam Buck (instructed by Spencer West LLP) for Second Defendant/AppellantHarry Adamson (instructed by PCB Byrne LLP) for Claimant/Respondent for The First Defendant and the Third Defendant were not represented and took no part in the appealHearing Hearing date: 10 June 2026
Approved JudgmentThis judgment was handed down remotely at 10.30am on Friday 19 June 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives..............................
[1]This is a rolled-up application for permission to appeal from an order for summary judgment in favour of the claimant (‘Fastmove’) against the second defendant (‘FMC’). The judgment was for damages for breach of a written contract between Fastmove, FMC and the first defendant (‘Billpay’) dated 14th June 2022, referred to by the parties as the ‘Banknotes Agreement’.[2]At the same time as giving judgment against FMC, the judge adjourned Fastmove’s summary judgment application against the third defendant, Mr Ali Salamat, the sole director of Billpay at the relevant time, for further pleadings and evidence. He gave liberty to restore the application once this had taken place. When the application was restored, the judge found that the further evidence adduced, which included new evidence from Mr Salamat that there had been no breach of the Banknotes Agreement, was sufficient to raise a triable issue. He therefore dismissed the application for summary judgment against Mr Salamat.[3]The result is that there will be a trial of the question whether there was any breach of the Banknotes Agreement as between Fastmove and Mr Salamat, with at least the possibility that it will be found that there was no such breach, when it has already been determined against FMC that there was. FMC submits that this would be unjust and that the judge was wrong to proceed in this way.[4]I have concluded that the judge was wrong to proceed in this way and that the potential injustice to FMC outweighs its delay in seeking permission to appeal. I would therefore grant such permission and allow the appeal.

Background

[5]Fastmove is an English company based in Birmingham. Its chief executive director is Mr Wahidollah Safi. It describes its business as the provision of ‘cross-border payment solutions’ for clients. What this means is that it arranged the collection of large quantities of sterling banknotes in the UK, their transport by air to Singapore, and their conversion into US dollars. The converted currency was then credited to an account operated by Billpay, a Singapore company of which Mr Salamat was the sole director. The US dollars would then be paid out by Billpay to beneficiaries nominated by Fastmove.[6]FMC is a sole proprietorship in Singapore, the sole proprietor being Mr Mohamed Jalaludeen. It is a licensed money changer. Its role in these transactions was to count and verify the banknotes on their arrival in Singapore. There would then be a discussion between Mr Safi, Mr Jalaludeen and Mr Salamat by WhatsApp messages in which the exchange rates to be applied for the conversion of the sterling into US dollars, would be agreed. Mr Jalaludeen’s evidence, which was accepted for the purpose of the summary judgment application, was that once the exchange rates were agreed, he would convert the sterling banknotes into Singapore dollars and then US dollars; he would then hand the US dollar banknotes to couriers nominated by Mr Salamat and did not know what happened to them after that.[7]The parties traded in this way for a period of about three months, between July and September 2022. During that period a total of about £35 million was collected and transported as I have described, and converted into US dollars.[8]It is not easy at first sight to see how the transportation of such substantial sums in cash could be a legitimate business, but the evidence before the judge was that Fastmove’s business is regulated by the Financial Conduct Authority and that the export of the banknotes was passed through the appropriate customs procedures. There was no evidence that these services were provided for an illegal purpose such as money laundering or evading sanctions. As we have only limited information about the business, and none at all about Fastmove’s clients, I will assume for the purpose of this judgment, despite some scepticism, that the business is legitimate.

The Banknotes Agreement

[9]The parties’ transactions were governed, as I have said, by the Banknotes Agreement. Billpay and FMC together were referred to as the ‘Suppliers’, while Fastmove was referred to as the ‘Customer’.[10]The services to be provided by the Suppliers were set out in Schedule 1 to the Banknotes Agreement. They consisted of the verification and counting of the banknotes received, the execution of foreign exchange transactions at rates to be agreed and the making of payments on instructions from Fastmove. No distinction was drawn between Billpay and FMC.[11]The Banknotes Agreement provided for a separate contract to be concluded for each transaction. Fastmove would place an ‘Order’, which constituted an offer to purchase the services for a ‘Charge’ to be specified in the Order, which the Supplier(s) would then accept. Clause 6.1 provided that:
‘The Charges for the Services shall be set out in each Order and shall be the full and exclusive remuneration of the Supplier(s) in respect of the performance of the Services under the Order. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense item of the Supplier(s) directly or indirectly incurred in connection with the performance of the Services.’
[12]Clause 13.5 was an entire agreement clause, while clause 13.6 provided that any variation of the agreement had to be agreed in writing:
‘13.5 Entire Agreement. These Conditions and the Contracts constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. In the event of any conflict or inconsistency between these Conditions and the Contracts, the terms of the Contracts shall prevail. 13.6 Variation. Except as set out in these Conditions, no variation of the Contracts, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.’
[13]The governing law was the law of England and Wales, with the courts of England and Wales having exclusive jurisdiction.

The claim

[14]Between 1st July 2022 and 20th September 2022, £35,038,920 was sent by Fastmove to FMC in 22 separate shipments (thus an average of over £1.5 million for each shipment). Based on the agreed rates of exchange, that would have been converted into US $41,184,993. However, the total amount remitted by Billpay to Fastmove’s nominated clients was only US $39,453,616, a shortfall of US $1,731,377. Further, three of these remittances, totalling US $248,326, were unsuccessful, so that this sum should have remained standing to the credit of Fastmove’s account with Billpay. As this did not happen, the total shortfall was US $1,979,703.[15]Fastmove’s claim in this action, commenced on 12th January 2023, was to recover this shortfall. It put its case in a variety of ways, but for the purpose of its summary judgment application it limited its claims so that it was claiming against Billpay and FMC for breach of contract and breach of trust and against Mr Salamat for procuring those breaches.

The first judgment

[16]In his first judgment, dated 14th November 2024, His Honour Judge Worster dealt first with the claim against Billpay. Billpay had not acknowledged service of the claim form, so that Fastmove would have been entitled to enter a default judgment for damages to be assessed. However, it did not do so, no doubt concerned that such a judgment might be difficult to enforce in Singapore, and sought summary judgment instead.[17]Although Billpay did not adduce evidence, the evidence of Mr Salamat, who had been Billpay’s sole director at the material time, was that there had been an oral agreement that Billpay would be entitled to 5% of the dollar equivalent of the banknotes sent to Singapore. The judge rejected this defence because clause 6.1 of the Banknotes Agreement provided that any Charges to Fastmove beyond those set out in the Orders had to be agreed in writing and because of the entire agreement clause. He held, therefore, that Billpay had no defence to the claim for damages for breach of contract and, in addition, that it was liable for breach of trust on the basis that the money held in its account was subject to a trust in favour of Fastmove.[18]So far as the claim against FMC was concerned, the judge accepted that the money had gone missing after it was handed over to Billpay and that it was Billpay, and not FMC, who should be regarded as the ‘wrongdoer’. Nevertheless, although Mr Jalaludeen appeared to have acted honestly, FMC was jointly liable with Billpay, as both of them were the ‘Suppliers’ under the Banknotes Agreement, which provided for a joint obligation. Accordingly FMC was liable to pay damages for breach of contract, but not for breach of trust.

The judge therefore entered judgment for the sum claimed against Billpay and FMC.

[20]Billpay has played no part in these proceedings and has not challenged the judgment entered against it.[21]The claim against Mr Salamat was that he was the controlling mind of Billpay and was liable for procuring its breach of contract and breach of trust. That raised an issue whether Mr Salamat was personally liable, the starting point being that a company director acting bona fide in his role as a director is not personally liable for procuring the company’s breach of its obligations (Said v Butt [1920] 3 KB 497; Crystalens Ltd v White [2006] EWHC 3357 (Comm)). Fastmove submitted that this principle did not apply in cases where the director had acted dishonestly. However, the judge held that Fastmove had not pleaded a case of dishonesty against Mr Salamat, or at any rate had not done so with sufficient clarity for the purpose of a summary judgment application. In those circumstances he decided to adjourn the application for summary judgment against Mr Salamat, with liberty to restore, with permission for Fastmove to amend its claim to particularise its case against Mr Salamat and for Mr Salamat to serve a Defence in response. He permitted both parties to file further evidence on the summary judgment application.

The second judgment

[22]Fastmove served an amended Particulars of Claim setting out its case of dishonesty against Mr Salamat, in response to which Mr Salamat served a Defence and further evidence. The application for summary judgment against him was then restored. It came before the judge on 14th May 2025, with judgment being given on 11th July 2025.[23]In summary, Mr Salamat’s Defence raised two issues. The first was that Billpay was not in breach of contract by not remitting the monies claimed by Fastmove (and therefore he could not be liable for procuring any such breach) because it had been agreed that Billpay would be entitled to a 5% commission. However, instead of saying that this agreement had been wholly oral (which had been his position at the previous hearing), he now gave further information about this agreement and, in addition, relied on documentary evidence. This was principally in the form of WhatsApp messages and what was referred to as Billpay’s ‘Portal’, which (it was said) showed that the Orders which set out Billpay’s Charges provided for a fee of 5% to be payable.[24]The second issue was that even if Billpay was in breach of contract, Mr Salamat genuinely believed that it was entitled to a commission; he was therefore acting bona fide and so was not personally liable.[25]Counsel then acting for Fastmove submitted that the new evidence was so implausible and inconsistent with other evidence that the judge could safely disregard it. He submitted that there had been no previous reference to any Portal and that the evidence about it was highly questionable. In addition, he submitted that it was not open to Mr Salamat to challenge the finding of breach by Billpay, which had been finally determined by the first judgment.[26]In his second judgment the judge posed the question whether it was open to Mr Salamat to challenge the finding of breach, but did not answer that question. He described it as ‘an interesting argument to be had’, which had not been explored in any detail. He observed that ‘standing back from the arguments of detail, what the case really comes down to is the credibility of the evidence Mr Salamat gives about the Portal, and that turns in large part on whether or not the documents he now produces are genuine’. The judge expressed some scepticism about the truth of Mr Salamat’s evidence. However, conscious that this was a summary judgment application, and recognising that the case might look very different at trial, he concluded that there were issues which would have to be explored at trial, declined to make a conditional order and dismissed the summary judgment application.[27]There has been no application by Fastmove for permission to appeal from this decision.

The appeal

[28]Mr William Buck, who appeared for FMC on this appeal, does not suggest that the judge was wrong to conclude, on the material before him at the time of the first judgment, that FMC had no real prospect of successfully defending the claim. His argument is that the judge was wrong to bifurcate the summary judgment application by entering judgment against FMC before determining the application against Mr Salamat. This denied FMC the opportunity to benefit from the evidence which Mr Salamat was permitted to adduce and created the risk of prejudice to FMC which has now arisen, namely a real prospect that the result of the trial will be that there was no breach committed by Billpay, so that FMC should not have been held liable. He submitted that the judge should have adjourned the entire hearing and delayed passing judgment until the application as a whole had been dealt with.[29]Mr Harry Adamson, who appeared for Fastmove, submitted that the appeal was brought on a mistaken premise because the judge had not reached any decision in his second judgment about the issue whether there was a breach by Billpay, but had only decided that there was a triable issue on the question of Mr Salamat’s belief in Billpay’s entitlement to a 5% commission. He said that any attempt by Mr Salamat at trial to raise the issue of breach would be resisted because that issue had been finally determined by the first judgment. He relied also on the finality of the first judgment, submitting that it would be prejudicial to Fastmove for it to be set aside now, pointing to the delay by FMC in seeking permission to appeal and what he submitted was the real risk that this would disrupt the trial which is now set for April 2027.

Discussion

[30]The result of the judge’s two judgments and the orders giving effect to them is that FMC has been held liable summarily for breach of contract on the basis that it is jointly liable for the breach committed by Billpay, despite having acted honestly itself, but there will be a trial of that same issue between Fastmove and Mr Salamat in which FMC will play no part. While Fastmove will contend at the trial that it is not open to Mr Salamat to challenge the judge’s finding of breach in his first judgment, we have not been asked to determine that issue and in any event we could not do so on an appeal to which Mr Salamat is not a party. The orders made by the judge undoubtedly leave it open to Mr Salamat to contend(i) that he is entitled to raise the breach issue and(ii) that the court should conclude that there was no breach committed by Billpay.[31]Accordingly we must proceed on the basis that it is at least a possibility that the conclusion at trial will be that there was no breach committed by Billpay, so that FMC should not have been held liable. It seems to me that this would be a significant injustice to FMC.[32]The judge focused in his second judgment on the second of the issues which I have identified, that is to say whether Mr Salamat had a genuine belief that Billpay was entitled to a commission. In theory that may be a separate issue, but in practice the two issues are inextricably linked. On the facts of this case, if Billpay was not entitled to a commission, that is likely to be because the Portal documents produced by Mr Salamat are not genuine and his evidence about them is untruthful, in which case it is difficult to see how he could have had any honest belief. Conversely, if the documents are genuine, they may well provide Mr Salamat with a defence on both issues. Circumstances in which he could have had a mistaken but honest belief that Billpay was entitled to a commission are difficult to envisage.[33]I would therefore accept the submission that the judge was wrong to bifurcate the issues in the way that he did, making a final determination of the breach issue as against FMC, while leaving that issue open as against Mr Salamat. That created a risk of injustice to FMC as it could not be known at that stage what evidence Mr Salamat would adduce, which might call into question (as in the event it did) the conclusion reached as against FMC. In fairness to the judge, I would add that the possibility that Mr Salamat would adduce further evidence on the breach issue (as distinct from evidence about his belief) was not centre stage in the argument, but the judge’s order permitted him to do so.[34]It is then necessary to consider whether FMC should be permitted to advance an appeal which is substantially out of time. The first judgment was delivered on 14th November 2024, so that the time for appealing expired 21 days later, there being no application at that stage for an extension of time. The application for permission to appeal was not made until 15th September 2025, so that it was over nine months late. Mr Adamson divided that period into two, the first period being until 11th July 2025, the date of the second judgment, while the second period was the 66 days between the second judgment and the application for permission to appeal.[35]The principles applicable to an application for an extension of time to file a notice of appeal are set out in R (Hysaj) v Secretary of State for the Home Department [2014] EWCA Civ 1633, [2015] 1 WLR 2472. Although not formally an application for relief from sanction, the three-stage test in Denton v TH White Ltd [2014] EWCA Civ 906, [2014] 1 WLR 3926 should be applied.[36]Applying this test, I would conclude at the first stage that the delay of nine months was serious and significant, although it was only once the second judgment was delivered that the real prejudice to FMC became apparent. At the second stage, there was no good reason for the delay, at any rate once the second judgment had been delivered. At the third stage, however, I have reached the firm conclusion in these somewhat unusual circumstances that dealing justly with the case requires the first judgment to be set aside. The injustice to FMC if the court were to conclude at trial that there was no breach by Billpay/FMC is obvious, particularly as it has not been suggested that Mr Jalaludeen acted dishonestly. On the other hand, including FMC will not add much to the cost or length of the trial which is already due to take place between Fastmove and Mr Salamat, and I see no reason why the case including FMC should not be ready for trial in April 2027 as already scheduled. I have no doubt that the court will set a timetable to ensure that this can happen.

Disposal

[37]I would grant permission to FMC to appeal and would allow the appeal. I would set aside the judgment given against FMC and would dismiss the application for summary judgment against it.

LORD JUSTICE HOLGATE:

[38]I agree.

SIR GEOFFREY VOS MR

[39]I also agree.