Amr Danyaal Mashal & Ors v Awais Javed & Ors [2026] EWHC 1269 (Ch)

[2026] EWHC 1269 (Ch)Case No BL-2023-001501IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCHANCERY DIVISIONVenue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NLDate Tuesday 2 June 2026
Before
MR CHRISTOPHER PYMONT KCSitting as a deputy judge of the High Court
Between
AMR DANYAAL MASHALClaimantsZED RENTAL SOLUTIONS LIMITEDDefendants
Mr Jeff Hardman for ClaimantsMr Adrian Davies for First Defendant for (The Second and Third Defendants not appearing at trial)Hearing Hearing dates: 16,17,18 and 20 February 2026
JUDGMENT

Mr Christopher Pymont KC :

[1]This is the trial of a claim by the Claimants for recovery of money said to have been paid to the First Defendant (“Mr Javed”) to be invested in property but substantially used by Mr Javed for his own purposes.[2]The Claimants and Mr Javed have both had solicitors acting for them during the course of these proceedings but at the trial both sides appeared by Counsel only, acting on direct access terms. Mr Jeff Hardman appeared for the Claimants and Mr Adrian Davies appeared for Mr Javed.[3]The Second and Third Defendants are companies set up by Mr Javed or his wife, which hold properties said to have been acquired with the use of the Claimants’ money. At the date of the trial both of these companies were in administration (from 16 April 2025) and neither appeared before me. I am told that the administrators have taken no part in these proceedings but have consented to their continuation so that proprietary claims to the properties held by the companies can be resolved.[4]Mr Javed himself was adjudicated bankrupt on his own petition on 21 November 2025. However, on 3 December 2025 HHJ Paul Matthews allowed these proceedings to continue, making directions for trial, and allowed the Claimants to amend their Particulars of Claim to plead a case in fraud and fraudulent breach of trust, which they duly did. The Claimants’ purpose in putting their case in fraud is to take advantage of section 281(3) of the Insolvency Act 1986 whereby claims arising from fraud and fraudulent breach of trust are kept alive notwithstanding a bankrupt’s discharge from bankruptcy. I note at the outset therefore that, from the Claimants’ point of view, it is important for the practical enforceability of any judgment they may be entitled to that it is based on a finding of fraud or fraudulent breach of trust, pursuant to the Claimants’ amended claim.[5]The Claimants’ case in outline is this. The first four Claimants are siblings. They say they were persuaded by Mr Javed to enter into what was supposed to be a joint venture to invest in property. Mr Javed was a close family friend in whom they had complete trust. Under the joint venture, they would contribute 50% of the capital and Mr Javed would find the properties to purchase and invest the other 50%. It was a term of the joint venture that any properties would be purchased for cash rather than with mortgage finance, as they were devout Muslims and any transaction had to be compliant with Sharia law (which prohibits usury). They duly paid a total of £834,000 to Mr Javed or companies controlled by him between November 2018 and November 2019 pursuant to the joint venture. Three properties were subsequently purchased in the names of companies controlled by Mr Javed with the use of this money but(a) Mr Javed did not contribute anything himself to any of these purchases and(b) the properties were or became heavily mortgaged for the repayment of loans on interest-bearing terms which were not Sharia compliant;(c) Mr Javed has otherwise used the money for his own purposes, including paying for substantial improvements to his own home, and(d) he has not only failed to provide proper information and proper accounts as to his disbursement of the Claimants’ money, but has also deliberately obscured the truth of what he was doing, with the result that(e) they have been unable to obtain any value for their capital investment or any proper explanation of what Mr Javed has done with it. Mr Javed has now sold his own home and the fear is that he has transferred the proceeds, along with other moneys of the Claimants’, to Pakistan. He has also made himself bankrupt, presumably to head off recovery. The Claimants therefore seek compensation from Mr Javed as their fiduciary and a transfer of the two remaining properties into their names (the third having recently been sold by the mortgagee).[6]The unchallenged background to these events is that the individual Claimants are all the children of Mr Mohamad Mashal (“Mohamad”, which seems to be his family’s preferred spelling). The Fifth Claimant (“Harf Ltd”) is a company owned by the Fourth Claimant (“Sumaia”). Mohamad is a retired pharmacist and hospital administrator who worked in Uganda, Kenya and Sudan before moving with his family to the UK in 1994 and qualifying to work as a pharmacist in the UK. He is a devout Muslim and in due course became an imam at the East London mosque in Whitechapel, where he has been a trustee since 1997. Mr Javed came to the UK in around 2003, when he was about 17, to study law as an international student at London Metropolitan University. He attended the East London mosque, where Mohamad taught him Arabic and Islamic studies. Mohamad took a shine to him and became something of a mentor and father figure to him. Mr Javed accepts that this was a close relationship. Mohamad regularly invited him to his home and in due course Mr Javed met Mohamad’s children; the oldest of them, Abdur (the Second Claimant), was 7 years younger than Mr Javed and all were still at school when Mr Javed was becoming close to their father. Mr Javed duly qualified as a solicitor in England and was admitted to the roll in 2016.[7]I have heard evidence from each of the individual Claimants and they were each briefly cross-examined by Mr Davies. My impression was that all of them were honest and truthful witnesses, giving their best recollection of the relevant events, and I would be inclined to accept what they say. However Mr Davies has submitted that I should be cautious in accepting their evidence in some respects, such as the nature of their relationship with Mr Javed and, in particular, the existence and terms of the alleged joint venture agreement: he suggests that their recollection may have been affected not only by the passage of time but also perhaps by an element of wishful thinking in the light of what happened subsequently. I bear those points in mind as I make my findings. Fortunately, there is a certain amount of documentary evidence (particularly in the form of contemporaneous text and WhatsApp messages) which throw some light on how matters developed.[8]Mr Davies also submitted that there was some significance to be attached to the fact that Mohamad himself did not appear at trial to give evidence as to what he remembers of relevant events. The Claimants’ evidence is, however, to the effect that Mohamad’s health has been severely affected by Mr Javed’s betrayal of his trust and good nature and that he simply cannot face its public exposure at a trial. In his oral evidence, Amr (the First Claimant) described the effect as a “massive impact”, with Mohamad suffering complications to his existing medical difficulties since this case started; in his written evidence Amr also explained Mohamad’s humiliation as a respected religious figure in the community being defrauded by someone he trusted and treated like a son. Abdur also referred to the toll taken on Mohamad’s health by Mr Javed’s actions, explaining in his oral evidence that Mohamad was “very down, mentally, physically, emotionally and in every other way”. Sumaia (the Fourth Claimant) explained in her oral evidence that these events had taken a huge toll on Mohamad and that his health, mental and physical, had really suffered. Obviously these are not the opinions of an independent medical expert but I accept that what his children say is indeed the genuine reason for Mohamad not giving evidence. More specifically, I take the view, on the basis of such evidence, that there are no inferences adverse to the Claimants’ case to be drawn from Mohamad’s absence.[9]Mr Javed gave evidence and was cross-examined over some 2 days by Mr Hardman. He was an entirely dishonest witness, by turns argumentative, evasive and untruthful. Several times he responded to questions by making long and intemperate speeches of self-justification which made no sense in themselves and did not actually answer the questions put. He maintained the truth of obvious falsehoods, such as the false invoices created to cover his tracks and his claim that Mohamad already owed him a considerable sum before the Claimants advanced their capital, which had been an important part of his pleaded defence. I refer to these and other examples of his dishonesty in greater detail below. Significantly, much of his oral evidence in disputed areas could not be supported by written records. This is not surprising as he kept no accounting records, either for the sums transferred by the Claimants or their disbursement or, more generally, for any of the companies he set up to conduct his affairs, excusing examples of his complete failure to observe even the basic accounting requirements of trust and company law with the insouciant explanation that he is “not very good at paperwork and keeping records” and “I’m not very good with paperwork at all”. In the circumstances, I conclude that, in making my findings, I can only accept Mr Javed’s evidence on matters in dispute where it is confirmed by contemporaneous documents or is accepted by the Claimants, or where it consists of admissions or is otherwise contrary to his interest.[10]I have been assisted by a forensic report of the movements of money through several different bank accounts operated by Mr Javed, mostly in the names of companies under his control. This was produced by Mr Martin Chapman of Crowe UK LLP. Mr Chapman’s report is not expert evidence (see the judgment of HHJ Paul Matthews at the pre-trial review: [2025] EWHC 3195) but is in essence part of Mr Hardman’s submissions and assists in explaining what can be deduced from the bank statements which are in evidence.[11]I have also been assisted by the report and valuation of Mr Hari Hirani as to the condition and valuation of the three properties which are said to have been purchased with the Claimants’ money. Mr Hirani was appointed by the parties jointly and was not cross-examined.[12]In making my findings, I will start with(i) the transfer of the sums totalling £834,000 which are said to be the Claimants’ contribution to a joint venture with Mr Javed. I will then consider(ii) the circumstances in which these sums were transferred, in particular whether or not there was indeed a joint venture agreement of the sort alleged by the Claimants and what was the nature of the relationship between Claimants and Mr Javed (this being relevant to the Claimants’ further or alternative claim that Mr Javed owed them any fiduciary or other duties in relation to their contribution). In this section I will also deal with Mr Javed’s defence that Mohamad already owed him money which is said to have been the background to inconclusive discussions as to an agreement to invest in property. I will then consider(iii) what properties were purchased with the benefit of the Claimants’ contribution, what charges applied to them and what happened to any rent payable by tenants of them. I will then consider(iv) for what purpose or purposes the Claimants’ contribution was otherwise disbursed, so far as one can reach conclusions on the available evidence.

(i) The Transfer of Money

[13]The bank statements in evidence include statements for a Lloyds Bank account in the name of Zed Business Solutions Ltd (the Second Defendant – “Zed Business”) and a Metro Bank account in the name of Zed Marketing Solutions Ltd (“Zed Marketing”). These show payments from the Claimants (that is, credits which can be matched to debits on the Claimants’ bank statements) between November 2018 and November 2019 totalling as follows: PayerAmount - £ a). A Mashal Ltd 205,000 b). Abdur Mashal 314,000 c). Sumaia Mashal 137,000 d). Rayhab Mashal 70,000 e). Harf Ltd 28,000 Total 754,000[14]The sums paid by Abdur included a sum of £234,000 which Abdur explained in evidence. This was the amount of an inheritance which had been left to Mohamad’s children by their grandmother (on their mother’s side), who died in Egypt in about 2013. Initially the money was held by their mother’s sister Jamila because Mohamad and his wife did not have a bank account in Egypt. It was later invested in an English company, Capital Investments and Developments Ltd (“Capital Investments”) which owned or managed a number of care homes and flats. Capital Investments was owned by Dr Kamal El Helbawi, described by Abdur as being then a well-respected member of the community. Subsequently, Capital Investments ran into financial difficulties (through non-payment of tax) but Dr El Helbawi’s son Abdel assured Abdur that at least the capital would be returned.[15]There is a document in evidence dated 1 November 2018, signed by Abdur and addressed to Dr El Helbawi and Capital Investments, whereby Abdur requested that the sum of £234,000 be paid into a Zed Business account. That seems to have been the instruction which was acted upon, as that was the amount of the sum paid into the Zed Business account with Lloyds Bank on 9 November 2018. The bank statement bears the reference “Loan Repayment, A Hassan and Jahm”, which I take to be intended references to Abdur and Jamila.[16]It seems that an earlier instruction in similar terms was signed by Mohamad but (as appears from a contemporaneous exchange of messages) that instruction could not be acted upon because it did not come from the person named in Capital Investments’ accounts as the relevant creditor or investor. The same exchanges show that Mr Javed was involved in the creation of these instructions. He was asked to send (to Capital Investments) a letter on (Zed Business’s) company notepaper accepting that the money was to be received “on behalf of Abdel-Rahman Hassan and Jamila Ahmad” to which he replied that the company did not have headed notepaper but “I can confirm that I will accept this payment on behalf of Abdul Rahman Hassan and Jamal’s ahmed [sic]”.[17]In my judgment this evidence supports the evidence of Abdur that this was the inheritance from his grandmother. Capital Investments’ records appear to have named the person from whom the money came (Jamila) and the beneficial owner or intended beneficiary (Abdur, as the oldest son, on behalf of all Mohamad’s children). Mr Javed’s acknowledgment also shows that Zed Business was not receiving the money on its own behalf or for its own account. I return to these events below in considering Mr Javed’s defence as to prior dealings he had had with the Mashal family.[18]A separate issue has arisen as to the source of Amr’s payments into the Zed Business and Zed Marketing accounts, all of which appear to come from a company, A. Mashal Ltd, rather than Amr personally. Mr Davies contends that in these circumstances Amr is the wrong Claimant and should not be entitled to judgment in respect of the company’s contributions, whatever else the Court may decide in relation to them.[19]Amr’s evidence is that A. Mashal Ltd was his personal company, which he set up in 2018 and into which were paid the commissions he made from his job as a property finder or agent with Albion Investment Partners (“Albion”). The company was dissolved, apparently at Amr’s request, in 2021, at which point it had no assets. However, there has been no formal liquidation process and it is unclear what has happened to the company’s papers. Amr’s evidence is that his accountant has told him that he treated the relevant payments by the company into the two accounts as repayments to Amr of loans made to the company by Amr; that is, as I understand it, Amr’s commissions were advanced to the company and effectively repaid to him by his instruction to transfer them to the bank accounts nominated by Mr Javed. It is impossible to confirm the accuracy of that explanation without direct evidence from the company’s records. Nevertheless I do not regard Amr’s claim as bound to fail without such confirmatory evidence, as Mr Davies would suggest. Amr certainly thought they were his own advances to the accounts nominated by Mr Javed (for example, in his written statement he refers to them as “my money”) and he has a plausible explanation as to why that would have been so, which I cannot reject on the evidence before me.[20]Moreover, I can see nothing in the evidence to suggest that Mr Javed ever acted on the basis that the money came from the company rather than Amr personally, so it does not appear to have been a relevant issue between them at any material time. There is one text message (dated 2 May 2019) where Mr Javed himself refers to payments made by the company by that date as “Amr transfer £50,000”. Mr Javed also admitted in cross-examination that he treated the money transferred by the company as coming from Amr.[21]I find therefore that these sums were in substance contributed by Amr rather than his company, as Amr and Mr Javed accepted at the time. That finding does not, of course, preclude a claim by the company (or the Crown, in which any claim would currently appear to vest, as bona vacantia) against Amr, on further evidence, for some kind of diversion of corporate assets (if such a claim exists).[22]In the case of Sumaia’s company, Harf Ltd, which transferred £28,000 to the Zed Business account with Lloyds Bank, Mr Davies makes no such submission as that company has been joined as the Fifth Claimant.[23]The transfers to the two accounts totalled £754,000 (as above), divided between the Zed Business account with Lloyds Bank (as to £489,000, including the £234,000 paid on Abdur’s instruction, as above) and the Zed Marketing account with Metro Bank (as to £265,000).[24]The Claimants claim that, in addition, sums totalling £80,000 were paid to Mr Javed in cash. Mr Javed has consistently denied receiving any such sum or sums in cash: I refer, for example, to para 8viii of the letter dated 1 September 2023 from his then solicitors to the Claimants’ solicitors, para 6 of the letter dated 6 December 2024 from his new solicitors to the Claimants’ solicitors (“Your clients’ claim to any cash payments is strongly disputed”), para 32 of the Amended Defence and paras 11 and 13 of his witness statement. In cross-examination Mr Javed did admit some discussions about cash payments but he said these concerned money being given to charity and denied that they related to potential investment in property.[25]This explanation is completely false. The messages in evidence include a series of exchanges between Amr (“AM”) and Mr Javed (“Awais Connaughts”) in which they discussed various properties for purchase and also the moneys being transferred from time to time by the Claimants to Mr Javed. One exchange related to the delivery of some “stuff” in April 2019. From then on, the messages run (in part): 10 April 2019 “AM: He [Mohamad] doesn’t want to keep it here Awais Connaughts: OK. Can you drop off to my home address? I will deposit it in the bank tomorrow” 19 April 2019 “AM: I have another 15 with me…Need to drop off to you Awais Connaughts: Ok No problem AM: If I get stopped Can I mention your company? Awais Connaughts: Yes But try not to get stopped” [laughing emoji] 1 May 2019 “Awais Connaughts: Salam Please can you double check with every one and confirm the transferred sum in total (including cash)” 2 May 2019 “Awais Connaughts: Salam I have so far received £404,600 in total Amr cash (59,600.00) Amr transfer £50k Ahmad £80k S Ryhab 50k S Sumaiyya £165k Please confirm” 9 May 2019 “AM: I’ve sent you another 28… *25… And bringing I think 20 or something tomorrow” 4 June 2019 “Awais Connaughts: Salam Total 536,600 63,400 remaining Are you sending any more? Send it to zed marketing metro bank account plz” 30 September 2019 “AM: Let me know when you get a chance how much cash you’ve received… Awais Connaughts: I will do tonight” 2 October 2019 “Awais Connaughts: Salam 566 in total received… AM: Do you know how much in cash Awais Connaughts: I will check tonight Details are at home and I have already left… Can you check the transferred amount from your side?.... AM: did a quick calculation Roughly 80k cash Well exactly Does that sound about right? Awais Connaughts: Total I have from the accountant and in my notes is 566 Transfers sounds [sic] about right on your sheet and rest is cash 31. AM: OK. Perfect”[26]These messages are only a partial (and perhaps accidental) record of what was happening and they do not give a complete picture; but it is clear from them that(a) cash payments were being made from time to time to Mr Javed by Amr(b) they were being made, as were the bank transfers, in relation to the Claimants’ investment with Mr Javed, not in connection with some charity(c) Mr Javed received the cash and well knew its source and purpose and(d) from October 2019 the parties were agreeing that the cash paid totalled £80,000. The balance being agreed in the 2 October 2019 messages excluded the £234,000 inheritance paid earlier (as I have explained) but the message of 4 June 2019 suggests that the Claimants had agreed to contribute another £600,000, and, as at 2 October 2019, that had been paid up to the amount of £566,000 (including the cash). Two further payments totalling £34,000 were made from Amr’s company into the Zed Marketing account with Metro Bank later in October to bring the total (excluding the inheritance) to £600,000. No further payments appear to have been expected, sought or paid. I conclude therefore that the Claimants did indeed pay Mr Javed £80,000 in cash. These messages also demonstrate that Mr Javed’s denial of the Claimants’ case as to cash payments is entirely dishonest.[27]It is impossible to reconcile the payments of cash with the bank statements. Though the statements do record what appear to be deposits of cash (particularly under the reference “Hainault Chigwell”), these cannot be shown to be the same cash as Amr passed to Mr Javed from time to time. It is not possible therefore to see precisely what happened to the cash. The absence of such evidence does not alter my conclusion that it was paid.[28]The total transferred therefore (including the inheritance and the cash) was £834,000, as the Claimants allege. (ii) Why was the Money Paid?[29]The Claimants allege that there was an oral agreement in early 2019 with Mr Javed whereby they would enter a joint venture for the purpose of investing in property. Each side was to contribute 50% of the capital required. Mr Javed would identify properties suitable for purchase at below market price. The properties would be purchased by special purpose vehicles (SPVs) controlled by Mr Javed, with the Claimants’ 50% interest protected by a deed or deeds of trust and the Claimants and Mr Javed sharing the rental income as to 50% each. Properties would be purchased in cash with the use of the Claimants’ and Mr Javed’s capital and therefore without the need for finance. When the portfolio was valued at more than £1 million, funds could be raised against the properties for further investment in other properties but only on the basis of Sharia compliant terms of finance. All major decisions to purchase, refurbish or sell would be taken by the parties together.[30]The Claimants’ evidence is that the discussions for this joint venture agreement took place over a number of meetings and messages in late 2018 and early 2019. The messages between Amr and Mr Javed started in November 2018 (i.e. just after Zed Business had received the payment of £234,000 as I have explained above) with Amr forwarding what he described as a “Potential Investment Opportunity” for Mr Javed’s consideration; in December 2018 Mr Javed observed “Still looking. Have viewed few and some lined up….It is important to find the right property the first time”. I infer that the idea of some kind of joint venture for property investment was already being discussed between the Mashal family and Mr Javed, probably around the time of the transfer of the £234,000, which took place on 9 November 2018.

Transfers sounds [sic] about right on your sheet and rest is cash

[31]Amr recalls Mr Javed coming to the family home in January 2019 to present a formal investment proposal. The Mashal family held regular Friday evening dinners for the family and Mr Javed’s proposal was made on one of these occasions. According to Amr, Mr Javed’s explanation of the proposal was that, through his firm (Connaughts) and his contacts with estate agents, he had access to probate properties available at 20%-30% below market value: these could be quickly acquired for cash. Any minor works required to make a property tenantable would be paid for by the parties. On Amr’s evidence, detailed terms were proposed and discussed, as summarised above. Amr’s evidence is supported to some extent by the Third Claimant (“Rayhab”) (she particularly recalls asking how the family’s interest would be protected in a SPV and being told that trust deeds would be entered into, to be registered with the Land Registry) and, with less detail, by Sumaia’s evidence and Abdur’s.[32]Further discussions took place subsequently. The messages between Amr and Mr Javed in the first quarter of 2019 included discussions about various specific properties which could have been available for investment but were not pursued. In one of these, dated 31 January 2019, Mr Javed rejected a property proposed by Amr as follows:
“It does not fit into our business plan. We want buy [sic] under market value and take equity out on market value so we get our investment back to reinvest and still ha e [sic] equity in the property. This cannot happen to new properties.”
This suggests the parties had by then some agreed understanding of how things were to proceed, and a business plan, though not necessarily an agreement on the terms alleged by the Claimants.[33]A further meeting took place at the East London mosque on 20 March 2019, the purpose of which was, on Amr’s evidence, “to confirm the investment terms”, which were gone over again (as above). The date and place of the meeting is confirmed by the messages between Amr and Mr Javed. On Amr’s evidence, the meeting was attended by Mohamad, Amr, Mr Javed and Sameh Ramadan, a family friend and a director of Albion, Amr’s employer. On Amr’s evidence, Mr Javed explained that he had a lot of golden opportunities coming through and urgently needed £600,000 to £700,000 as the Mashal family’s contribution to pursue them. Sumaia also recalls being at this meeting, with Mr Javed exerting a lot of pressure for money to be transferred as soon as possible. Rayhab also recalls the meeting but not much about what happened.[34]The messages in evidence suggest that Mr Ramadan was invited to participate in the investment proposal at this meeting: Mr Javed sent a message for him the following day through Amr, passing on details of the bank accounts of Zed Business with Lloyds Bank and Zed Marketing with Metro Bank; the message to Mr Ramadan was:
“Kindly transfer half half in both. If you can make that transfer tomorrow that would be great”
. But Mr Ramadan was not interested in investing, Amr says because he did not trust Mr Javed from their meeting on 20 March 2019.[35]At some point the Claimants decided to go ahead with the proposed investment, as (other than the £234,000 already transferred in November 2018) the transfers into the two accounts nominated by Mr Javed commenced on 23 April 2019 and continued until 9 October 2019; by the latter date, the Claimants had transferred a total of £520,000 by bank transfer and (as I have decided above) £80,000 in cash. As I have already referred to, it seems from the message of 4 June 2019 that £600,000 was what the Claimants had agreed to contribute.[36]I am not persuaded, however, that the parties had reached a final agreement as to a joint venture on the terms alleged by the Claimants. While I accept the evidence as to the discussions I have summarised above, leading up to and including the 20 March 2019 meeting, I do not have evidence as to when precisely the parties are said to have reached final agreement, nor on what terms nor in what circumstances on such occasion.[37]Furthermore, the messages show that the terms continued to be discussed between the parties. For example, once the bulk of the sums had been transferred and Amr and Mr Javed had agreed the amounts on 2 October 2019 (see above), Mr Javed asked Amr on 3 October 2019 “Do you want me to draft contract for the whole amount so far or for sister summayya first? Or else have a draft of agreed heads of terms and wait for the final amount”. Amr replied:
“Let’s do the whole amount.”
A week later, on 10 October 2019 (that is, the day after the last of Amr’s bank transfers had been received), Mr Javed sent a message to Amr with a draft form of agreement between “Zed Business Solutions (the company) and xxxxxx(the investor)” (i.e. not for the whole amount but for each investor). The terms were simple and did not correspond at all closely to what the Claimants say had been agreed:
“Terms of the agreement are as follows: That xxxxxx will invest £xxxxx in the company That this amount will be used in purchasing the following properties 1. Xxxxx. (Amount invested £xxx) 1. Xxxxx (amount invested £xxxx) 1. Xxxxxx (amount invested £xxx) That any rental income received from these properties will be paid to the investor on yearly basis after deducting any expenses incurred during the course of the year in maintaining the property. That in addition to the maintenance cost cost of any expenses incurred in obtaining necessary licences to rent out the property will also be deducted from the rental income. That the percentage of the rent payable to the investor will be calculated according to the percentage of investment amount in any particular property. That investor will not have any right on any other assets the company hold or will hold in the future. That the companies [sic] liability towards the investor will be limited to the amount invested in the properties mentioned above and will be further limited to these properties only…. Have a read I think it covers everything we discussed. Particularly specific properties and specific amount going into these properties. If you want to add anything let me know before I formally draft it”
. Nevertheless, Amr’s reaction to this draft was “Looks good” and “We can make one for each person right?” which Mr Javed confirmed was the intention. It seems however that, even then, nothing was done to formalise the parties’ arrangements. Indeed, much later the Mashal family decided not to proceed with individual agreements. On 29 September 2021, Amr messaged Mr Javed as follows:
“On a side note, made a company with all siblings that will be used for rent and any agreements with your company. It’s a clean new one so there’s no issues.”
That company was Asra Partners Ltd but it was of limited use because the Claimants were soon to fall out with Mr Javed in the circumstances I set out below. That xxxxxx will invest £xxxxx in the company

That this amount will be used in purchasing the following properties

[38]On this evidence, I find that there was no final joint venture agreement as the Claimants allege. I accept however that there had been constructive discussions along the lines they explain in their evidence and that what they say were agreed terms were all matters brought up for discussion which Mr Javed would therefore have known. The discussions had been sufficiently positive for the Claimants to agree to entrust their money to Mr Javed in anticipation of their jointly agreeing to invest in property once they had identified one or more suitable opportunities. Mr Javed was keen to collect in their money to take advantage of opportunities he said were arising in the market. The Claimants must have agreed at some stage after the meeting on 20 March 2019 to transfer £600,000 to Mr Javed as this is the amount indicated by the message of 4 June 2019 and was in the event the amount transferred. The £234,000 had already been transferred.[39]I have no doubt that in agreeing to make, and making, these transfers, the Claimants had complete trust and confidence in Mr Javed. He was close to Mohamad who had taught him, helped him and mentored him from his student days and thought highly of him. He was now a qualified and established solicitor. The messages show the family (particularly Amr and Sumaia) consulting him as a solicitor on a variety of personal matters, so they valued his professional standing. He had represented to them that he had the legal experience to devise a proper structure and to draft terms for the investment; the Mashal children by contrast had no experience at all of residential property investment. Mr Javed was the one making the proposal to the Mashal family in January 2019; he was the one with the “business plan” and the alleged contacts to make it work. Above all, he was the one offering to take charge of the family’s money to enable the investment to take place. It is indeed impossible to see how that could have happened without the Claimants (and for that matter Mohamad) having complete trust and confidence in him.[40]Mr Javed sought to characterise his dealings with the Mashal family as essentially dealings between himself and Mohamad, and sought to downplay the strength of his relationship with the children. There may be some truth in that, given that Mohamad and Mr Javed had a close relationship of long standing before he could have started to get to know the children as adults. But I am not sure what Mr Javed thinks follows from pointing out the closer relationship he had with Mohamad. When it came to making the actual investment, it was the Claimants who were agreeing to invest their money in Mr Javed’s plan and it was Mr Javed who was setting out how he could use their money to good effect. They must have had complete trust and confidence in him, personally and professionally, for that to have happened, as would have been obvious to Mr Javed himself.[41]In his Amended Defence, Mr Javed offers an alternative explanation for how he came to receive the Claimants’ money. He pleads that between 2010 and 2015, he paid Mohamad £734,000 for Mohamad to invest in property transactions managed by Mohamad’s friends and associates; Mohamad told him that £234,000 of this was invested in Capital Investments and that the remaining amount was invested with an associate of his, namely Mr Ramadan. Mr Javed says that he asked Mohamad to return his investment in 2017 and that led to the payment of £234,000 from Capital Investments and the bank transfers between April and October 2019 totalling £520,000 (he denied the cash payments); he subsequently discovered, “in around early 2019” that Sumaia thought the money was paid to him for investment in property; so, to avoid conflict with Mohamad’s children and out of respect for Mohamad, he agreed not to treat the funds received as a refund of his investment if he could reach a suitable property investment agreement with the Mashal family; but no such agreement was entered into; alternatively no agreement was reached until July 2021, when the agreement was for Asra Partners Ltd and Zed Business to acquire 50% of the equity of any property purchased and rent to be shared equally between them after deduction of expenses.[42]Mr Javed’s evidence does not substantiate this implausible story with any contemporaneous documentation. So far as his investment is concerned (which he says took place in and from 2010) he says that he was given no documentation because he trusted Mohamad. Even if that were true (and I do not accept any of this story), it does not address the fundamental question of how a young man, aged in his mid-to-late 20s, still training to be a solicitor, could have made and saved as much as £734,000, to be available for investment with Mohamad or anyone else between 2010 and 2015. There is no explanation as to where this money could have come from: no personal or company accounts, tax returns, bank statements, correspondence, business records or legal documents - or anything else – to evidence a trade or business or investment or transaction or series of transactions which could possibly have generated such a large sum of money. Mr Javed does not even attempt to explain why he cannot produce documentary support for his alleged wealth at this time. There is some evidence that Mr Javed and his wife ran a coffee shop or perhaps two coffee shops while Mr Javed was still studying but there is no evidence of the turnover or profit or capital value of any such venture and Mr Javed closed down cross examination as to the value by asserting that it “might break privilege” (though without explaining how). Moreover, the evidence of Amr is that Mohamad had helped out Mr Javed in this venture by giving him money to pay off a loan shark to whom he was in debt, but that Mr Javed had never repaid this generosity. Whatever the truth of that, there is no documentary basis to think that Mr Javed’s narrative of Mohamad’s indebtedness to him is even a possible explanation of what happened, let alone a truthful one. I regard this part of the defence as incredible and entirely dishonest. (iii) The Acquisition of Investment Properties a) 1 Stonards Hill[43]Some property was purchased with the use of the Claimants’ money, though it is apparent from the messages passing between the parties that Mr Javed operated as secretively as he could and dishonestly manipulated the situation to his advantage.[44]An initial opportunity promoted by Mr Javed was a property at 1 Stonards Hill, Epping, Essex. On Amr’s evidence, which is supported by Sumaia’s, this was presented to the Mashals by Mr Javed at a meeting at the family home which (from the messages) must have taken place in late March or April 2019. Mr Javed’s presentation was that this was an off-market development opportunity, subject to planning permission being granted for conversion of what was a large house into 7 apartments. This was a different kind of purchase from what Mr Javed had been proposing in January 2019 but Mr Javed told the Mashals that he knew an architect who would assist with the planning application without a fee but in exchange for a share of the profits on development; and contracts would not be exchanged (i.e. become unconditional) until planning permission was secured; so the investment was basically risk-free.[45]The messages show that Mr Javed used this potential purchase to pressure the Mashals to transfer their money. On 17 April 2019 he wrote to Amr:
“I am loosing [sic] the deal Please let me know how is the transfer going.”
On 2 May 2019, he told Amr he had asked for another week from the vendor and on 8 May 2019 messaged:
“I have time till end of this week”
. On 20 August 2019, Mr Javed messaged Amr that he had “Finalised two” property deals and, on 2 September 2019, Mr Javed messaged Amr “2 done Subject to contract One searches applied for…. So three so far”. Amr asked:
“Shall we continue with the money transfers?” to which Mr Javed replied “Yes please if you can”
. Whether or not 1 Stonards Hill was one of the 2 or 3 property transactions Mr Javed was referring to on 2 September 2019, there is no evidence that any such transactions had been entered into or were then in prospect and certainly nothing in relation to 1 Stonards Hill. By these messages, Mr Javed was, in my judgment, dishonestly seeking to give the impression of activity to ensure the continuation of the transfers of money.[46]At all events, as Amr explained, the Mashals believed from what they were told by Mr Javed that 1 Stonards Hill was part of the portfolio purchased with their money. Sumaia recalls a meeting between her and Mr Javed around 6 April 2021 when she asked for clarification of what was happening with this property. Mr Javed assured her that their money would only be released to the vendor when planning permission went through. But Sumaia recalls a subsequent phone call in which Mr Javed advised that contracts had been exchanged and left them with the impression that the property had been purchased without planning permission.[47]This understanding is borne out by subsequent messages. On 9 October 2021 Amr messaged Mr Javed:
“I’ve had a discussion with Sumaia regarding the property with the planning permission. We feel if we do not progress much by the end of the month, that the property should be put up on the market as is. I would recommend that we start speaking to agents from now as prices are slowly dropping. This gives us time to see what is happening with the appeal alongside getting an idea for how much the property will be worth.”
Mohamad also observed “better to pull out as you [have] the right to do it.” Mr Javed replied:
“Unfortunately we can’t” and recommended “some patience” because it was “a good deal”
. He did not disabuse Amr of the idea that the Claimants had an interest in the property which they could sell. In my judgment, it was dishonest of Mr Javed to have given them that impression and also dishonest not to have corrected it when he was given the opportunity to do so by this exchange of messages.

Mohamad also observed “better to pull out as you [have] the right to do it.”

[48]Looking further ahead for the moment, when the relationship between the Mashals and Mr Javed started to unravel, Amr wrote to Mr Javed to obtain confirmation of what had been purchased with their money. Mr Javed identified the three properties in fact purchased (which I deal with below) and Amr messaged on 26 June 2022:
“I’ve checked the above addresses. But none of them correspond with a house that can be converted Is there one more address missing?”
Mr Javed responded “These 3 are the ones already on rent. The fourth one with planning permission refused we will talk about next week ia when we meet”, identifying that property as 1 Stonards Hill. On a separate thread, Amr asked later that day “Do you know how we can pull out of our share?” to which Mr Javed replied “Have a trust deed so all under our control”. At a meeting around this time, Mr Javed claimed that the architect needed to be paid, which contradicted the assurance he had given the Mashals at the outset that the architect would be paid only out of profits.[49]Further investigation by Amr has shown that, in fact, 1 Stonards Hill was never the subject of any agreement involving the Claimants or Mr Javed or any company under the control of either or both of them. It was in fact sold to a company called Stonards Hill Property Ltd (“SHP”) on 18 August 2020. A legal charge is registered against the property which is nothing to do with the Claimants or Mr Javed. SHP is owned by Mr Nauman Javid and Mrs Hiroko Okumori (who are husband and wife), with Mrs Okumori its sole director.[50]Amr has spoken to Mr Nauman Javid who was Mr Javed’s former employer; he confirmed to Amr that SHP is his wife’s company and that Mr Javed had no interest in it or in the property; Mr Javed had transferred some funds to Mrs Okumori at an earlier stage but these were returned when the deal (whatever that was) collapsed.[51]In cross-examination, Mr Javed explained that Mr Nauman Javid had introduced him to this property and asked him if he wanted to get involved in its development. He (Mr Javed) had forwarded a sum of £200,000 to a company owned or run by Mr Nauman Javid but subsequently withdrew from the project and asked for the money back, because (he said) he told the Mashals about the refusal of planning permission and they did not want to proceed. He expressly accepted that the £200,000 came from the Claimants’ money, identifying the source as Zed Marketing’s account with Metro Bank. However, he acknowledged that he had redacted both the payment out from that account and its repayment into that account from the copy bank statements disclosed in these proceedings; so the full position is unclear. He said that redaction happened by mistake, which I do not accept: it seems more likely that he was resisting investigation into these matters. He did, however, then produce the relevant statements at the trial, showing that £200,000 was paid by cheque from the Zed Marketing (now called Zed Legals Ltd) account with TSB on 7 February 2020 and repaid by “Johalian Property Ltd” on13 January 2021, apparently without interest.[52]Anyway, none of Mr Javed’s evidence explains(a) why the Claimants were never given a full explanation by him of the nature of this opportunity and, in particular, the involvement of SHP, Mr Nauman Javid and his wife,(b) the absence of any written agreement (or evidence) recording how and on what terms the Claimants’ money was transferred to Mr Nauman Javid’s company(c) how the Claimants’ money would be used in any deal and how they would be protected if it were(d) why Mr Javed did not explain to the Mashals that they had no interest in this property at any time, despite their belief, which was or should have been apparent to Mr Javed from the messages I have referred to, that they had a realisable investment in it. I reject Mr Javed’s evidence that he told the Mashals about the refusal of planning permission and they did not want to proceed: that is contradicted by the messages above, which show that the Mashals continued in their belief that they had an interest in the property long after SHP had acquired it in August 2020.[53]As for the message from Mr Javed representing that [we] “Have a trust deed so all under our control”, Mr Javed argued in cross-examination that it meant or was intended to mean that there would be a trust deed that would protect the Claimants. I reject this suggestion, which is not what the message says nor what it could have meant in the context of Amr seeking information about how to realise the Claimants’ share. I regard Mr Javed’s purported explanation as a dishonest attempt to avoid admitting the lies he had told the Mashals about this property.[54]I have dealt with the property at 1 Stonards Hill at some length, even though it was not acquired with the Claimants’ money, because it exemplifies the nature of Mr Javed’s dealings with the Mashals. The reality was that, having secured the transfer to his control of the Claimants’ money, Mr Javed proceeded to treat the money as if it were his own, maintaining as much secrecy in his dealings and activities as he could get away with and fobbing off enquiries with half-truths and lies to avoid having to give a full account. His temporary success in that respect is, incidentally, further evidence of the trust that the Mashal family had placed in him.

(b) 121 Covert Rd

[55]Three properties were acquired using the Claimants’ money. The first was 121 Covert Rd, Hainault, Essex. The purchase contract was exchanged in the name of Zed Business on 18 May 2020 for completion the same day at a purchase price of £270,000. A completion statement in evidence shows that the money required for completion was £283,097.91 and this appears to have been met by a payment of £284,000 from a Zed Business account with TSB to the solicitors acting on the purchase.[56]The details are as follows. The Zed Business account with Lloyds Bank had been closed in November 2019 and the whole of the balance then standing to its credit (£459,572.77) transferred to that company’s new TSB account on 26 November 2019. This balance was what remained of the Claimants’ money in the old Lloyds Bank account. The first TSB bank statement for the new account shows a cheque payment on 11 March 2020 in the sum of £284,000, which I infer was paid to the solicitors to cover the moneys required for completion. A further small sum of £500 is recorded on the completion statement as having already been paid on account of the moneys required for completion. That appears to have been the payment in that amount from the Zed Business Metro Bank account on 4 February 2020 (Mr Javed is not suggesting some other source). So only the Claimants’ money was used in this purchase.[57]There is no suggestion that Mr Javed contributed half (or any other proportion) of the capital required for completion. He denied in cross examination that it was ever discussed that he would put in any capital himself, contending that he was going to do the legwork for any investment and that his contribution was the time and effort he would be putting in, for which he would be entitled to 50% of the profit (including the increase in value of the property). This was a dishonest explanation which I reject. The theme of his contemporaneous messages to the Mashals in relation to this property is that they only had a 50% share in it, which is only consistent with an expectation that he had himself contributed 50% of the acquisition costs and is completely inconsistent with the fact that the Claimants had contributed 100%.[58]In April 2021, Amr created a WhatsApp group for “ASRA + Zed” as a “temp group so dad is also aware”. On 25 April 2021, Amr messaged Mr Javed:
“Dad has asked me to start arranging for the agreements to be completed for the properties. I want to ensure I have the correct information….[including] Our Share Percentage/Figure… Mr Javed replied the same day: “You have details of both completed properties It will be 50% of equitable share of £339 covert road and £385 st andrews in both so share increases with the value”
It is not clear what the figure of £339 relates to in relation to Covert Road (that figure in thousands represents about a 25% uplift from the contract price) but Mr Javed was here clearly stating that the Mashal’s equity was 50% only, though they had paid 100% of the acquisition cost. The implicit assertion here is that Mr Javed had himself contributed 50% of the cost (otherwise the Mashals would have paid 100% of the cost for a 50% share, which is preposterous). A similar assertion was implicitly made by Mr Javed’s later (29 June 2021) description of the Mashals’ interest as “50% of the equity value as an investment”. This was false and dishonest because Mr Javed had not made any financial contribution, as he well knew. But the Mashal family continued to believe that their interest was limited to 50%, as appears from Amr’s further attempt to obtain clarification on 8 July 2021.

Mr Javed replied the same day:

[59]Yet further dishonesty is apparent from a later exchange of messages on this thread. In October 2021, Amr discovered that there was a charge registered on “the Hainault property” (i.e. 121 Covert Rd) and sought an explanation from Mr Javed. Mr Javed replied: Company [sic – Charge?] was for my brother in laws small portion. Your 50% equity is preserved in the property as it is The thread continues: Amr: Little confused, so he took lending to cover his share of the property? AJ: No He took lending to take his share out due to an emergency. Its [sic] short term and he will settle it shortly. Doesn’t effect [sic] our share Amr: I appreciate emergencies happen. But I’m more concerned that we weren’t made aware of this. Particularly if we have a 50% share in the property. And this happened 5 months ago. And from what it seems, it’s a nationwide bank mortgage which is a non shariah compliant mortgage (correct me if I’m wrong) So, not only was Amr continuing to labour under the impression that the Mashals’ interest in this property was 50% only, when they had in fact contributed 100% of the acquisition costs, a new explanation was now being offered by Mr Javed that his brother-in-law had an interest in the property which he needed to realise urgently by taking out a mortgage. This was another lie. There is no evidence that Mr Javed’s brother-in-law had anything to do with this property or the new mortgage.[60]Amr had discovered the existence of the charge from the Companies Register (see his message of 13 October 2021). There is now in evidence, the Land Registry Charges Register for 121 Covert Rd, which shows a charge dated 25 May 2021 in favour of The Mortgage Works (UK) plc of Nationwide House, Pipers Way, Swindon, registered on 11 August 2021. This was a new mortgage, granted long after the purchase had been completed. (I note that the Proprietorship Register records that the acquisition price was paid on 18 May 2020 and Zed Business was registered as legal owner on 21 May 2020). The documents in evidence in connection with this mortgage include the mortgagee’s report and valuation dated 17 March 2021; this was addressed to Mr Javed as the applicant, valuing the property at £375,000 in current condition. The mortgage offer dated 24 March 2021 is also in evidence, addressed to Zed Business. The offer was of an interest-only loan, with a term of 25 years, in the sum of £261,818, plus fees of £1,995 to be added to the loan (i.e. a total loan of £263,813, which was around 70% of the value of the property); a £20 deduction was to be made for the costs of transferring the money to the mortgagee’s solicitors. The sum of £260,994 was duly credited to the Zed Business account with TSB on 28 May 2021 together with a £1 fee from “A Javed” for the bank’s ‘Faster Payment’ service; the payer was Brar and Co, a firm of solicitors, whose fees may account for the difference between the amount offered and the amount received. Mr Javed accepted in cross-examination that this sum of £260,994 belonged to the Mashal family. What happened to the money I explain below.[61]The Mashals were told nothing about this mortgage, as appears from the messages in October 2021 which I have referred to above, when Amr discovered its existence himself by searching the Companies Register. It was taken out in secret and without their consent, and Mr Javed lied about its purpose when challenged. This was part of the pattern of systematic dishonesty which colours all Mr Javed’s dealings with the Mashal family.

(c) 44 St Andrews Avenue

[62]A second property was purchased in the name of a company called Zed Rental Solutions Ltd (the Third Defendant - “Zed Rental”) at 44 St Andrews Avenue, Hornchurch, Essex, pursuant to a contract dated 5 March 2021 for completion the same day. The purchase price was £332,000. The moneys required for the acquisition appears to have come partly from the Claimants’ money and partly from a mortgage from The Mortgage Lender in the sum of £244,000 (the figure shown on the mortgage offer).[63]The Claimants’ contribution was made as follows. Zed Rental had an account with Lloyds Bank, opened in July 2019 but (from the bank statements) apparently unused until October 2020. Three payments totalling £60,000 were then paid into the account in October 2020 and another two totalling £45,000 in February 2021, all from the Zed Business account with TSB. (For some reason four of the payments on the Zed Business statements referenced Mr Javed as the payee, and only one referenced Zed Rental). From the Zed Rental account, a sum of £99,506 was paid to Waterstone Chambers (“Waterstone”), who were the solicitors acting for Zed Rental, on 2 March 2021; that sum almost exactly matches the £99,505.75 shown as required to complete on the completion statement in evidence. An extract from Waterstone’s client ledger shows that £99,506 was received from Zed Rental on 2 March 2021 from which £88,580 was paid to the vendor’s solicitors on 5 March 2021 as “Completion money” (and £9,960 was paid to HMRC on 8 March 2021 for stamp duty; other fees and costs were also disbursed). The balance of approximately £244,000 required for completion (on the completion statement) must have come from The Mortgage Lender, as per the offer above.[64]A separate payment of £600 was made from the Zed Business account with TSB to Waterstone on 15 December 2020, presumably as a deposit for their fees. That sum also appears as a receipt on the extract from Waterstone’s client ledger.[65]Mr Chapman has considered the source of the payments from Zed Business to Zed Rentals and Waterstone as shown by the Zed Business account with TSB. Given that there are other payments into and out of the TSB account over this period, it is not immediately apparent that all of the payments to Zed Rental and Waterstone are referable to the Claimants’ money. Applying “first in, first out” principles to the Zed Business account, Mr Chapman calculates that, of the £99,506 transferred to Waterstone, £73,245 came from the Claimants’ money (and the rest from other money in the Zed Business account). I accept the correctness of that calculation on the basis of analysis Mr Chapman has adopted. However, what we are dealing with here (for reasons I explain further below) is an account containing money held on trust for the Claimants and mixed with other money of unproven provenance. Where freehold property is purchased using money from a mixed account, it is open to the beneficiary to trace into the property on the footing that only trust money was used in the purchase (see generally Snell, Equity, 35th ed, para 30-057). Applying that principle (as in my judgment I should on the evidence before the Court), the Claimants’ money paid for the whole of the £99,506 transferred to Waterstone to complete the purchase of 44 St Andrews Avenue, as well as the preliminary deposit of £600. Mr Javed contributed nothing. He has also not attempted to give any proper explanation of the money passing through any of the accounts he used.[66]The rest of the purchase money was met by the mortgage loan from The Mortgage Lender. The Mashal family clearly did not know that the purchase had been made with the aid of a mortgage loan. That was a further indication of Mr Javed’s secretive and dishonest approach towards them. What he did tell them reveals more dishonesty.[67]On 4 February 2021, Amr messaged Mr Javed:
“Quick question. Dad said there should still be some money aside. Has the full money been used?”

Mr Javed replied:

“Invested bro. Did[n]t take out due to Ramadhan and pandemic.”
Whatever the precise import of the second sentence (which is unclear), Mr Javed was clearly representing that all the Mashals’ money had been invested when, at this time, (a) the only property in fact acquired had been 121 Covert Rd and (b) the prospective purchase of 44 St Andrew’s Avenue would not have exhausted the Mashals’ £600,000, let alone their total investment of £834,000, given the intended recourse to mortgage finance. Mr Javed’s response here was a lie. Mr Javed replied:[68]On 5 March 2021, Mr Javed reported to Amr that “Completed today finally. Builders will be in from next week.” Amr commented, on 7 March 2021, “I think it might be worth putting straight onto market once Refurb done…Unless you think it’s better to take finance on it” to which Mr Javed replied “Both options open Let’s see how the market is in couple of months once it is ready”. So Mr Javed was expressly asked about the possibility of taking finance on 44 St Andrews Avenue and responded that that was open to them, without informing the Mashals that the property was already burdened with a mortgage for over 70% of its value. This was dishonest.

to which Mr Javed replied

[69]The Mashals were later told by Mr Javed that they had a 50% interest in “£385 st andrews” (see his message of 25 April 2021, quoted above), which they clearly believed (see Amr’s message of 8 July 2021). Mr Javed’s message gave no indication that the property had been acquired with the aid of a mortgage or that the Mashals’ alleged 50% would be subject to the mortgagee’s right to repayment. Again, this was dishonest.[70]Mr Javed attempted to document the arrangement with the Mashals (using their company Asra Partners Ltd) by drafting an agreement dated 8 July 2021 for that company and Zed Business to sign. He forwarded the draft to the ASRA group on 8 July 2021. An initial problem with the draft is that 44 St Andrews Avenue was purchased in the name of Zed Rental, which is not named as a party to the agreement. Leaving that to one side, the draft is said to provide “for the equitable share of the following properties”, identifying 121 Covert Rd and 44 St Andrews Avenue. Clause 1 of the draft then provides:
“That both companies will have 50% share of the equitable value in the above-mentioned properties in profit and loss….”
Clause 4 provided for rental income to be shared equally after deducting expenses.[63]Again, Mr Javed failed to mention or allow for the mortgages which were by this time charged on both properties, and he failed to allow for the undoubted fact that all the capital required to complete the purchase of these purchases had come from the Mashals and none of it from him. In effect he was seeking to provide for a 50% share in the properties to be granted to him, while withholding from the Mashals that they had contributed all of the capital required for completion. (To be clear, there is no suggestion by Mr Javed that the mortgage on 44 St Andrews Avenue which was taken out by Zed Rental to fund the purchase represented a contribution by Mr Javed rather than an expense of the joint venture). The terms of the draft agreement did not reflect reality and were a dishonest attempt to extract value from the Mashals while keeping them in the dark as to the true position.

(d) 32 Aidan Close

[64]A third property was purchased in the name of Zed Rental. This was 32 Aidan Close, Dagenham, Essex which was purchased on about 30 September 2021 for £167,000. Mr Javed admits that the purchase money was provided by the mortgage taken out on 121 Covert Rd and that the borrowed moneys belonged beneficially to the Claimants (see paragraph 38(5) of his Amended Defence). In cross-examination, Mr Javed agreed that this property belonged to the Claimants though “subject to the joint venture”, from which I understand Mr Javed to mean that any profit would be shared equally between him and the Claimants; he also agreed that he did not contribute financially to the purchase. It is a telling indication of Mr Javed’s dishonesty that he is willing to assert the existence of a joint venture when it suits him, while otherwise denying that any joint venture agreement had been reached.[65]The bank statements bear out Mr Javed’s admissions. The mortgage taken out on 121 Covert Rd led to a payment of £260,994 being made into the Zed Business account with TSB on 28 May 2021, as I have explained above, which Mr Javed accepted was the Claimants’ money. This payment enabled Zed Business to make a transfer of £190,000 to an account of Zed Rental with Metro Bank on 23 September 2021. From there, Zed Rental made two payments to Waterstone, on 24 September 2021 (£17,500) and 30 September 2021 (£153,658.97). Although there is no completion statement in evidence, those payments appear to be the money required to complete the purchase of 32 Aidan Close.[66]It seems that Mr Javed did not report to the Mashals about the completion of this purchase. In May 2022, Amr returned to the question of documenting the parties’ agreement. On reviewing Mr Javed’s draft from July 2021, he messaged Mr Javed on 1 June 2022: “Can I confirm it’s only two properties?” to which Mr Javed replied: “There are three properties…4th one is also a Property” (referring to 1 Stonards Hill). On 14 June 2022, Mr Javed confirmed the addresses of the three properties, including- it would seem for the first time - 32 Aidan Close, explaining on 26 June 2022: “These 3 are the ones already on rent”.[67]The important issue troubling the Mashal family at this time was their discovery that there were mortgages on two of the properties (and indeed 1 Stonards Hill) which were not Sharia compliant. Amr thought the mortgages were “40k” on each of 121 Covert Rd and 44 St Andrews Avenue (see his message to Mr Javed of 12 August 2022); these were figures given to him by Mr Javed on 21 July 2022 in answer to his specific request for a breakdown earlier that day (in a phone call as well as by message). The £40,000 figures significantly, and in my judgment dishonestly, underestimated the actual loans secured on those two properties, as I have found above.[68]The messages passing between the Mashals (mostly Amr, but on occasion Mohamad too) and Mr Javed from July 2022 onwards show the Mashals seeking information and Mr Javed doing his best to avoid giving a full and accurate explanation. Sumaia made some trenchant criticisms of Mr Javed’s draft agreement on 29 August 2022 (including the absence of any acknowledgment of the Mashals’ investment in the properties and the need for a term to ensure that no mortgage could be taken out without the Mashals’ consent) and she also requested copies of the completion papers, trust deeds and mortgages for each property. Mr Javed responded to these requests on 1 September 2022 with:
“I need to know more as to why these are needed”
. Amr followed up later in September 2022 with repeated requests for documentation without response from Mr Javed, leading Amr to remonstrate “Not sure why my messages are being ignored”. Amr’s evidence (which I accept) is that Mr Javed left the ASRA + Zed WhatsApp group and blocked all of them from further communication with him.[69]In December 2022, Amr was specifically (by telephone message) asking for Mr Javed to produce the mortgage contracts to get an idea of the terms imposed by the bank “interest rate, amount borrowed, security and limitations” (see his message of 16 December 2022). Mr Javed responded, inter alia, that he “Can’t provide any personal or company information that is not in public domain” and “I am not willing to trust anyone with any personal information. It was never agreed and it is not happening”. Amr’s response was “With all due respect, this was not requested until it was discovered that mortgages have been taken out when not agreed and disagreements [arose] on what was agreed. Hence the breakdown of trust from this side”. Amr suggested dispute resolution naming some possible mediators but Mr Javed was not interested:
“It is your choice what you wish to do. I don’t know who these names are and neither am interested in getting involved…I will be taking all the risk if market crashes, I am not going to be part of any further discussions on this as it is completely one-sided venture to make a huge issue out of some thing that is an absolute non-issue. And next time be very careful who you are threatening. Tolerated you enough because of your dad. Not anymore.”
There were other telephone conversations between Amr, Mohamad and Mr Javed around this time some of which Amr recorded (though I have not found the transcripts to be much help) and a final angry confrontation in a car-park where Amr says Mr Javed swore at them and drove his car aggressively towards Mohamad. The relationship was over, with Mohamad as much as the Claimants.[70]Notwithstanding, or I think more accurately because of, this breakdown in the relationship, Mr Javed arranged for 32 Aidan Close to be mortgaged in early 2023. The messages he had been receiving since at least July 2022 made it crystal clear (if he did not know already) that the Mashals did not want any properties to be mortgaged without their express consent; moreover, as I have said, Mr Javed accepts that 32 Aidan Close had been purchased with the Claimants’ money. Yet he ignored all that and - for his own benefit - took as much equity as he could out of 32 Aidan Close before the Mashals could take action against him. This was strikingly dishonest.[71]The details are as follows. A mortgage offer from Quantum Mortgages to Zed Rental dated 17 February 2023 is in evidence, which offers a loan of £144,154.54 (including fees added to the loan) to be secured against 32 Aidan Close. A completion statement from Waterstone regarding “Re-mortgage Funds” gives a balance to be received of £135,201.46. In the event, a sum of £135,201.46 was paid by Waterstone into Zed Rental’s account with Metro Bank on 2 May 2023 and the property charged to Quantum Mortgages accordingly. What happened to this money I deal with below. Basically, Mr Javed took it.[72]I am told that 32 Aidan Close has recently been sold but I do not have details of that sale nor what, if any, proceeds remain after satisfaction of the Quantum Mortgages charge.

(e) Rent from the properties

[73]All three properties were purchased for the rent they could generate. Mr Javed instructed a letting agency to manage this aspect of the investment, namely Neon Estates (“Neon”) and they produced annual statements of rental income for each of the three companies, which recorded the monthly rental income, the costs of repairs or other deductions, their own commission and VAT, and the amount paid out to the client each month. The client was Zed Business for 121 Covert Rd and Zed Rental for the other two properties.[74]The amounts shown as paid on these statements can be checked against the bank statements for the various accounts operated by Mr Javed. Mr Chapman has carried out that exercise (I accept correctly) and I conclude that Mr Javed’s companies were paid £41,179 in respect of 121 Covert Rd, £21,019 in respect of 44 St Andrews Avenue and £25,467 in respect of 32 Aidan Close between 2020 and the first two months of 2024. These were close to the sums shown as due by way of net rent on the Neon statements; though not exactly the same, the sums received are sufficiently close to the sums receivable to dispel any suggestion that moneys were diverted. The sums received were therefore the profits actually made from the properties during this period.[75]Mr Javed did account for some of this rent to the Claimants. A bank account held by Asra Partners Ltd at Tide shows two payments from Zed Business of £5112 on 20 June 2021 and £4666 on 8 April 2022. The first appears from the contemporaneous messages to be the sum said to be due to the Claimants for 50% of the total rent on 121 Covert Rd down to June 2021 (see Mr Javed’s message of 16 June 2021, which explained the figures down to April 2021, and Amr’s reply, which requested two more months to bring the position up to date). The second appears to have been the further amount due down to March 2022, deferred to Asra Partners Ltd’s new tax year (see the messages between Amr and Mr Javed between 8 March 2022 and 4 April 2022). The sums paid are expressly (from the messages) calculated on the basis that the Claimants were entitled to 50% of the total rent paid.[76]Amr also opened an account for Asra Partners Ltd with Metro Bank to which he asked Mr Javed to send the “rent incomes” (see Amr’s message of 26 May 2022); Mr Javed agreed to do so by his reply. Bank statements for that account are not in evidence but I cannot see any payments into it from any of the Zed Business or Zed Rental accounts.[77]Other payments appear to have been made to Asra Partners Ltd from the Zed Business account with Tide. These include payments of £626 and £2,272 on 11 and 12 November 2021 and £6557 on 6 August 2022. These do not appear on the Asra Partners Ltd Tide statements in evidence but presumably were correctly recorded on the Zed Business statements. I infer that, again, these would have represented 50% of the total rent paid. All these payments from Zed Business appear to relate to the property at 121 Covert Rd as that was the only property owned by Zed Business.[78]The general pattern seems to have been for Neon to pay the rent on 121 Covert Rd into the Zed Business bank account with Tide and to pay the rent on the other two properties into a Zed Rental account with Lloyds Bank. The Zed Rental account was used to discharge the regular mortgage payments due to The Mortgage Lender (re 44 St Andrews Avenue) and Quantum Mortgages (re 32 Aidan Close). It is more difficult to identify the payments due to The Mortgage Works (on 121 Covert Rd) but there are irregular payments recorded on two Zed Business accounts with Tide for “Awais Javed” with the reference “loan” or “mortgage” or the like, which may relate to this mortgage. (iv) Other Dealings with the Claimants’ Money[79]Before turning to the use otherwise made by Mr Javed of the Claimants’ money, I should first set out how he managed his affairs, so far as the evidence shows. It will be apparent from the above that he controlled the bank accounts of a number of companies under the “Zed” umbrella: Zed Business, Zed Marketing (which changed its name to Zed Legals Ltd during the course of 2019) and Zed Rental. Zed Business had been formed in 2014 with a share capital of 100 shares of 1p each, of which 100 were owned by Mr Javed’s wife, Mrs Sobia Bukhari. Mrs Bukhari was a director of the company and Mr Javed may have been appointed a director too. It is unclear on the evidence what his formal position was but he was prepared to give the acknowledgment requested on behalf of Zed Business for the receipt of the £234,000 as I have explained above, so it is likely he had, or at least thought he had, some ability to act on behalf of that company. I have even less information as to the ownership or officers of the other companies or Mr Javed’s formal role in them. But what is most striking about the evidence as to the operation of these companies is that there was no attempt to maintain any, let alone full and proper, books and records as to each company’s income and expenditure, assets and liabilities, dealings, contracts and other activities.[80]As I have said, Mr Javed admitted in cross-examination that he was not good with figures or records – but this does not begin to describe or excuse the woeful lack of basic documentation from which any of these companies could record and explain its operations (not least to HMRC). The essential “business” conducted by each company was to allow Mr Javed to operate and control one or more bank accounts in its name. A feature of this operation was that bank accounts would be opened and closed whenever convenient to Mr Javed and for no obvious commercial reason (unless perhaps it was to avoid scrutiny of his activities by the bank). Mr Javed then used the accounts for a variety of purposes, including payments on personal items of his own, as well as the acquisition and mortgaging of property as I have explained. The accounts were entirely under Mr Javed’s personal control. At no stage (and this is a further indication of his dishonesty) did Mr Javed feel the need to abide by company decision-making or record-keeping requirements: all that mattered was his personal decision. The bank statements are therefore the main, and in many respects the only, evidence of what he did with the Claimants’ money.[81]A complete reconciliation is impossible but Mr Chapman has helped to bring some order to the many transactions shown on the bank statements. The objective is to try to understand what happened to the Claimants’ money as deposited in the Zed Business account with Lloyds Bank (£489,000) and the Zed Marketing account with Metro Bank (£265,000). I would summarise the movements through and out of the accounts as follows. Zed Business account with Lloyds Bank[82]From February to April 2019, sums totalling £47,300 were paid to Mrs Bukhari and a further sum of £1110 to Perfect Holidays. (Mr Chapman makes a deduction to account for money already in the account before the Claimants’ money was paid in and gives the total of these payments as £38,910). On 28/29 May 2019, as the Claimants’ money was still coming in, two payments totalling £6,000 were made to Cartier Associates (Mr Javed has said these were for his colleague Ms Aslan, who has paid the money back, but I cannot see where). Cash withdrawals total £1,740 and other apparently personal spending £9747. (When I say personal spending, I refer to the description on the bank statement: David Lloyd Leisure, Kashmir Food Store, B&Q, Sainsburys, Greggs, Co-op and so on). This takes the position down to November 2019 when the balance of £459,572 was transferred to the Zed Business account with TSB, as I have explained above, of which Mr Chapman identifies £432,603 as the Claimants’ money (accounting for other credits on a first in, first out basis). Zed Business account with TSB[83]From this account £284,000 was paid to acquire 121 Covert Rd, as above. One payment of £1980 (to RK Heating) may be a refurbishment cost for that property. Other transfers totalling £105,000 were made to Zed Rental to cover the acquisition cost of 44 St Andrews Avenue, as above. Two payments totalling £35,000 were made into the account by Zed Marketing (now called Zed Legals Ltd) in May 2020 and February 2021 which came from the Claimants’ money. Otherwise, a payment of £50,000 was made to one Muhammad Z Khan in January 2021, a further £5,051 was paid to Mrs Bukhari, cash of £1,000 was withdrawn and other sums totalling £2327 were paid out in apparently personal spending (mostly utilities, Council tax and insurance).[84]This was the account into which the sum of £260,994 was paid from the mortgage loan provided by The Mortgage Works (UK) Ltd on the security of 121 Covert Rd (see above) in May 2021; that enabled £190,000 to be transferred in September 2021 to complete the acquisition of 32 Aidan Close. There were other transfers into and out of this account in 2022 (£25,000 paid in and £12,000 paid out to “Study Bright Ltd” (said by Mr Javed to be a possible venture involving a student consultancy), a “loan” of £15,000 to “Nileshkumar Hadiya” (said by Mr Javed to have been an informal arrangement with the person behind Neon) and payments totalling £6262 to an estate agent in respect of a property at “101 Atholl Duncan”, which Mr Javed said was a property he bought in Liverpool near the ground of Liverpool FC which he could let out to football fans needing accommodation and use himself as a holiday home). The resulting balance in January 2023 stood at £70,825.17. But the account was emptied on 18 January 2023, with £70,000 being credited to the Zed Rental account with Metro Bank on 20 January 2023 (the money may have gone through Waterstone first but this cannot be confirmed on the statements alone). Zed Marketing account with Metro Bank[85]This account received £265,000 of the Claimants’ money. From here, £35,000 was paid into the Zed Business account with Lloyds Bank, as above, and a further £5,000 paid to Zed Rental (part of which may have been used by Zed Rental for new windows to 44 St Andrews Avenue). However, £15,000 was withdrawn in cash; a total of £93,324 was paid to 15 named individuals with no explanation and another £92,485 on what Mr Chapman describes as “Retailer and Building costs” (i.e. payments for electrical goods (Currys), kitchens, bathrooms, flooring, tiles, building supplies, soft furnishings, blinds, furniture and so on); and other payments were made for bank charges (£284), Neon (£1392), and accountancy and other apparently business costs (£6,261). Mr Chapman’s calculations show that £14,254 of the Claimants’ money is unaccounted for, which may be because items have been redacted or because the bank statements are not a full set. Zed Rental’s account with Metro Bank[86]This account received £70,000 from Zed Business on 20 January 2023. This sum was caught up, and used up, in a series of payments into the account by a company called Rayan Leon Ltd and out of the account to a company called ASZ Homes Ltd. In cross-examination, Mr Javed initially said that this was a business venture of a friend of his wife’s, Olesya Khan; but then admitted that he was the owner of ASZ Homes Ltd, which has since been dissolved; he did not explain what happened to the money transferred to that company.[87]This account was then used to receive the £135,201 from Waterstone on 2 May 2023 resulting from the mortgage to Quantum Mortgages on 32 Aidan Close (see above). From this amount was paid a sum of £50,000 to Mr Javed on 5 May 2023, described as “paying for a property” in Pakistan, and another £50,000 to Mrs Bukhari on 12 May 2023, described as “Purchase of a property” in Pakistan; two more payments were made to Mr Javed, of £21,000 (under what is described as “intl invoice” [international?]), and £395; and apparently a “PPIC reimbursement” to Mr Javed of £14,000 (which Mr Chapman refers to, though I cannot see it on the copy bank statements in evidence).[88]As I say, a full reconciliation is impossible but I am satisfied that the operation of the accounts was entirely down to Mr Javed and that the Mashal family knew nothing about how he was dealing with their money.[89]Mr Javed sought to provide some explanation for the size of the payments out by claiming that a lot of money was spent on refurbishment of the properties purchased with the Claimants’ money. The before-and-after photographs in evidence of each property, including those appended to Mr Hirani’s report, show some recent refurbishment but it is difficult to see what exactly was done; and these are all modest properties which would not justify expensive renovation.[90]Of the works said by Mr Javed to have been actually carried out, Mr Hirani’s views are:(a) in relation to 121 Covert Rd, “My overall view is that more than half the stated repairing and renewal works in the Builders Schedule have not been undertaken and the work done is of poor quality”;(b) in relation to 44 St Andrews Avenue, “My overall view is that about three-quarters of the stated repairing and renewal works in the Builders Schedule have been undertaken to a mediocre standard (e.g. around Boiler)” and(c) in relation to 32 Aidan Close, “My overall view is that about three-quarters of the stated repairing & renewal works in the Builders Schedule have been undertaken to a mediocre standard.”[91]Understanding what works were in fact done to the properties (and paid for out of the Claimants’ money) is complicated by the fact that Mr Javed was undertaking an extensive refurbishment of his own home (at 8 Springbank Avenue, Hornchurch, Havering, Essex) at around the same time. He had bought this property in May 2019. The evidence shows that its refurbishment involved the construction of an extension, described in the planning documents in November 2020 as a “Single storey wrap around extension to rear and side to join existing detached garage” and “Two storey side extension with roof extension. Single storey rear extension, connected to existing detached garage. Internal remodelling”. The latter describes what was actually built. (Incidentally, Mr Javed’s planning agent on this application was Mr Saddam Kurd, who was one of the recipients of the payments from the Zed Business account with TSB).[92]In addition to the work for which planning permission was required, the refurbishment of 8 Springbank Avenue seems to have involved extensive internal refurbishment (new kitchen, bathrooms, electrics, floors, extensive redecoration) and, outside, a new paved front drive, new garage doors, new front door and windows and decoration. The difference made by the refurbishment can be seen by comparing the photographs and description on the sale particulars when Mr Javed bought the property in 2019 with the photographs and description on the sale particulars when he sold it in 2024. It was clearly an expensive exercise but Mr Javed produced no documentary evidence to show what precisely was done, by whom, when or at what price, nor how he paid for it. Nor has Mr Javed explained what he has done with the proceeds of sale of his property of some £850,000.[93]What Mr Javed does produce is what he claims to be the documentary trail for the refurbishment of the properties bought with the Claimants’ money. These are, however, more likely to be related in some way to the refurbishment of his own property and, in the form presented to the Court, are not authentic documents.[94]When 32 Aidan Close was purchased, some payments totalling £12,000 were made in November 2021 from the Zed Rental account with Metro Bank to a company called Ennzo Construction Ltd (“Ennzo”). The statements bore the reference “32 Aidan Close” for these payments. Mr Javed now produces two invoices from Ennzo, one dated 5 November 2021 in the sum of £95,139.71 and the other dated 22 January 2022 in the sum of £120,666.51. Mr Javed claimed these related to work done on 44 St Andrews Avenue and 32 Aidan Close respectively, the addresses being shown on the documents. A preliminary observation is that this is unlikely, in that the price for each property (£332,000 and £167,000 respectively), their location, their size and modest character and the sums for which they were subsequently let would not appear to justify such levels of expenditure. The items shown on the invoices also do not match what appears on the photographs in Mr Hirani’s report.[95]Taking first the invoice allegedly relating to 44 St Andrews Avenue, telling discrepancies include the absence from the property of new pendant lights and electric sockets, a Worcester Greenstar Combi boiler, 65 sq m of loft floorboarding (the whole property is only 84 sq m) and 37 sq m of tiling, all as shown on the invoice. The photographs show the boiler actually installed was an Ideal boiler (and that it was installed very poorly). As for the invoice allegedly relating to 32 Aidan Close, £28,194 is allocated to demolition/removal, £34,666.64 to services (electrics and plumbing, including allowances for bidets) and £51,098.14 for finishes, all of which seem way too high for a small one-bedroom flat being converted into a small two-bedroom flat. It may be that these alleged invoices have more to do with 8 Springbank Avenue than the properties said to be the subject of the invoices.[96]The Claimants’ then solicitors, Brechers, carefully considered these two invoices, and the metadata behind them, and wrote to Mr Javed on 11 November 2025 seeking an explanation. The metadata they had examined revealed that the “invoices” disclosed had in fact been modified on 28 March 2023 to change the original description of each document from “Quote” to “Invoice” and to add payment details. The date of 22 January 2022 had also been added to the “invoice” relating to 32 Aidan Close. Mr Javed’s evidence was to the effect that he had asked Ennzo for the relevant invoices and had simply passed on in disclosure what he had been sent. Whether or not that is so (and I do not accept Mr Javed’s evidence without corroboration), the documents shown to the Court as purported invoices from the dates given are in fact confected “invoices” from March 2023 with no contemporaneous significance or validity and no evidential value as to the work actually carried out at either property. The Claimants have served Mr Javed with a Notice to Prove these documents at trial. He has failed to do so.[97]Mr Davies submitted that I should reject the evidence as to what the metadata reveals, on the basis that only an expert could give such evidence. I reject this: what the metadata reveals is factual evidence and is proved by the Brechers letter and a confirmatory witness statement from the partner concerned, Jovita Vassallo. In any case, Mr Javed’s own evidence failed to prove the authenticity of the documents because he accepted he was simply handing on documents he had been given by someone else and he was not therefore in a position to verify their authenticity. He also failed to demonstrate that any payments had been made against these alleged invoices when they were purportedly raised (which might have been some evidence of their authenticity); the evidence shows only the £12,000 paid to Ennzo in November 2021 which I have referred to above and this has no apparent connection with either invoice.[98]During the trial Mr Javed produced some further WhatsApp messages, between him and the person behind Ennzo (referred to by Mr Javed as “Vissi”). The messages include two in March 2023 whereby Vissi forwarded the two “invoices” now in evidence; that is consistent with the timing of the changes shown on the metadata. What is not shown is what Mr Javed asked Vissi to produce (and there must have been some such request, instruction or conversation for Vissi to have forwarded the two documents when he did). Mr Javed’s evidence was that he simply asked Vissi to send the final invoices but I do not accept his evidence without corroboration. The messages do not therefore help to authenticate the documents.[99]These messages also, incidentally, show that at an earlier stage Vissi had done some work on 44 St Andrews Avenue and 32 Aidan Close (e.g. 20 September 2021: “Do u want me to finish 44 tonight or not”; and 16 January 2022: “Urgent regarding aidan close”). The messages also show Mr Javed reporting to Vissi in November and December 2021 that he had forwarded to Ennzo various sums of money. However these are the sums totalling £12,000 paid in November 2021 and not the much larger sums said to be due under the “invoices”, which (so far as the evidence goes) were not paid. Nothing here supports the authenticity of the Ennzo documents.[100]Mr Javed produced a further document entitled “Terms of Engagement”, which purports to be an agreement dated 26 May 2020 between an entity called “M Z Builder Contractors UK” and Zed Business, and purports to relate to building works to be carried out on 121 Covert Rd for a price of £110,000. It appears to be signed on 27 May 2020 by someone (indecipherable) on the part of Zed Business and (without a date) by one Marninder Singh on behalf of the Contractor. “M Singh” is one of the named individuals who received payments from the Zed Marketing account with Metro Bank but I do not know if that is the same person.[101]Mr Javed’s evidence (in cross-examination) was that MZ was a Mr M Khan and that Mr Singh had signed the Terms of Engagement on his behalf. As I have said, the bank statements show a payment of £50,000 to one Muhammad Z Khan, whom I understand to be the person Mr Javed was referring to. Mr Javed does not however explain who precisely Mr Singh was, nor how he came to be signing a document on behalf of Mr Khan. In cross-examination, Mr Javed referred to Mr Singh, not Mr Khan, as “the main guy”, who brought in sub-contractors to do the work. There is no evidence of who these sub-contractors might have been, nor who paid them, so that such information can be checked against the bank statements. Again, if this were the case, there is no proper evidence as to why Mr Khan should have been entitled to any money nor why the contract was (or purports to have been) with him.[102]The document raises further suspicion because the address given for M Z Builder Contractors UK is the same as the address for Ennzo Construction given on the two confected invoices I have already dealt with. That address is 3 Middle Marsh (or Middlemarsh) St, DT1 3GD, which, from the Claimants’ enquiries, seems to be a private address of some social housing in Dorchester, Dorset. No explanation has been offered as to how this could have (innocently) happened. I note here that Ennzo Construction Ltd was formed on 2 November 2021, two days before the first alleged invoice in its name, whereas this Terms of Engagement document purports to be some 17 months earlier.[103]Brechers have carefully considered this document too, and by their Notice to Prove have required Mr Javed to prove its authenticity. For this document, the metadata reveal that it was created on 9 February 2024 and not 26 May 2020, which is the date on the document produced in evidence, with the metadata also bearing a RICOH reference number. (As with the Ennzo invoices, I accept the evidence of the metadata before the Court as evidence of fact).[104]Mr Javed’s explanation is that he did not keep the original document but only kept a scanned copy, which was saved (probably, he said) in an office folder, which was backed up or uploaded to the cloud and retrieved later when he asked for a hard copy to be printed off; the metadata may therefore reflect the printing of the document rather than its creation; and Mr Javed identified the RICOH reference as coming from a printing system used by his former employers (Connaughts). I do not accept Mr Javed’s evidence on this point without corroboration, which was not forthcoming. Even if there is some truth to the explanation, Mr Javed’s evidence falls some way short of proving the provenance and authenticity of the document given the problems with it I have outlined above.[105]I should add that the programme of works given in the document was never discussed with the Mashals: Amr’s evidence is that his understanding was that only minor works were needed “boiler, carpet, flooring, painting”; that evidence seems more consistent with Mr Hirani’s view that less than half of the alleged work was done, and to a poor standard. I therefore find that Mr Javed has failed to prove the authenticity of the Terms of Engagement document.[106]In Mr Javed’s Amended Defence, at paragraph 40, Mr Javed admits that he is citing these three documents to show that significant costs had been legitimately expended on renovation works (though he denies they were fabricated or inflated as alleged by the Claimants). Since I reject the authenticity of all three documents, he has failed to prove that any of the works claimed can be proved (and valued) by reference to these documents. Moreover, he has not put forward any other documentary support for the refurbishment works which he says were carried out to each property. Legal Considerations[107]Whether or not a relationship is of a fiduciary character is essentially one of fact. The Courts have resisted the formulation of a precise definition of who is a fiduciary so that the concept remains flexible, but the classic description is that of Millett LJ in Bristol & West Building Society v Mothew [1998] Ch 1 at p18:
“a fiduciary is someone who has undertaken to act for or on behalf of another in a particular matter in circumstances which give rise to a relationship of trust and confidence”
. Millett LJ described the distinguishing obligation of a fiduciary as the obligation of single-minded loyalty: this requires that the fiduciary “must act in good faith; he must not place himself in a position where his duty and his interest may conflict; he may not act for his own benefit or the benefit of a third person without the informed consent of his principal.”[108]The fiduciary relationship may, but does not need to, derive from a contract between the parties. It is, however, a voluntary undertaking in the sense that, on an objective analysis, the fiduciary has undertaken, or is treated as having undertaken, to act with the single-minded loyalty to his principal explained by Millett LJ in Bristol & West, above, and not to pursue his own interests (see Mitchell v Al Jaber [2025] UKSC 43). That undertaking may be express or implied or inferred from the circumstances; see Snell, Equity, 35th ed, para 7-005. “The concept encaptures a situation where one person is in a relationship with another which gives rise to a legitimate expectation, which equity will recognise, that the fiduciary will not utilise his or her position in such a way which is adverse to the interests of the principal” (Arklow Investments Ltd v Maclean [2000] 1 WLR 594 at 598).[109]A joint venture does not automatically impose fiduciary duties on the parties to it (not least because “joint venture” is not a term of art either in a business or in a legal context) but fiduciary duties may arise in such a context where it can be shown that one party has reposed trust and confidence in another by virtue of their relative and respective positions: see Murad v Al-Saraj [2004] EWHC 1235 at paragraphs [328] and [332] and Ross River Ltd v Waveley Commercial Ltd [2013] EWCA Civ 910 at paragraph [34].[110]Where money or property is transferred to a fiduciary in his fiduciary role or capacity, it is likely that the fiduciary will hold it on trust for the principal either because of a constructive trust (witness the familiar example of client money held by a solicitor) or (where no consideration is given) a resulting trust. I do not find it necessary or appropriate to apply the cases where a constructive trust arises on acquisition of property as a result of a common intention (as Mr Hardman suggests). Both Mr Hardman and Mr Davies raise the separate possibility here, namely a Quistclose trust (after Barclays Bank Ltd v Quistclose Investments Ltd [1970] AC 567) where money is paid over to be used for a specific purpose: until the purpose is fulfilled, the money is held on resulting trust for the payer but with a power for the recipient to use it in fulfilment of the intended purpose (see Twinsectra Ltd v Yardley [2002] 2 AC 164).[111]If a trustee uses trust money for an unauthorised purpose and thereby commits a breach of trust, the beneficiary may trace the value of the money misapplied into any property purchased directly or indirectly with it. The beneficiary’s interest continues not merely in the trust property but also in its traceable proceeds. Having identified property into which trust assets may be traced, the beneficiary may at his option either(a) assert his beneficial interest in them or(b) bring a personal claim against the trustee for breach of trust and enforce an equitable lien or charge on the proceeds to secure restoration of the fund. If he adopts the first approach, he may claim a proportionate share of the value of the property identified as purchased with trust assets, that proportion reflecting the contribution of the trust money to the acquisition of the property. This is a vindication of the beneficiary’s property rights. The law is explained fully in the judgment of Lord Millett in Foskett v McKeown [2001] 1 AC 102 at pp127-133.[112]Where the trustee has mixed trust assets with assets of his own, the onus is on the trustee to distinguish the assets which are his own; to the extent that the trustee fails to do that, they belong to the trust: see Re Tilley’s WT [1967] 1 Ch 1179 at p1183, per Ungoed-Thomas J. Where the assets are a mixed fund, there is no inviolable “first in, first out” rule, i.e. that payments out be attributed to the earliest payments in. Where money in a mixed fund has been dissipated, it is presumed to have been paid from the wrongdoer’s share first. Where the mixed fund has been used by the trustee to acquire an asset, and the balance of the fund dissipated, the innocent beneficiary may successfully trace into the asset acquired as representing trust money (Re Tilley, at p1185); that enables the beneficiary to recover any increase in the value of the property acquired as well as the trust money with which the asset was purchased. See further, Snell, Equity, 35th ed, para 30-057. Analysis and Conclusions[113]I have already reached the conclusion that, when the Claimants transferred their money to Mr Javed’s nominated bank accounts, they did so on the basis of a relationship of trust and confidence. In summary, they were committing their savings to Mr Javed to invest in property, on the strength of his greater professional knowledge and experience and the apparent commercial advantages he led them to believe he had. Mr Javed knew that: he was the person with the business plan by which he was seeking to monetise those very advantages. Mr Javed had clearly accepted a fiduciary role and collected in the Claimants’ money pending their further agreement as to how to invest it. He received the money in his fiduciary capacity and as a constructive trustee.[114]No other explanation makes sense. The bank transfers were not a loan: no such loan had been agreed. Nor was it some other form of advance or credit for Mr Javed’s personal use, subject merely to an obligation to repay: there is no evidence for that (and, to be fair, that is not Mr Javed’s case). The parties intended that the money would be used to give the Claimants an interest in the property to be acquired with it and meanwhile remained the Claimants’ money. Mr Javed himself on occasion acknowledged that it had been the Claimants’ money (notably when he specifically admitted that the money paid to acquire 32 Aidan Close was the Claimants’: that money came from a mortgage on 121 Covert Rd which was the Claimants’ because only their money had been used in its purchase). Pending investment, the money was held for the Claimants by their fiduciary.[115]The only alternative explanation offered by Mr Javed was that Mohamad had owed him money which the bank transfers were in some way intended to reflect or repay; but I have rejected that explanation as incredible and dishonest.[116]I find therefore that, when the money was transferred to Mr Javed, it was received by him on constructive trust for the five Claimants who respectively transferred it. That is the consequence of the fiduciary relationship. I do not think one needs to resort to the principle of resulting trust, whether on the ground that the transfers were made without consideration or because the Quistclose principle applies. Mr Davies submitted that the Quistclose trust was the best way to view the position but I reject this: the Claimants had given no precise instruction as to the purpose for which the money was to be used and had conferred no discretion on Mr Javed to use it as he thought fit. Mr Javed therefore had no power to use the money without further agreement with the Claimants.[117]I recognise that the transfers were made to Zed Business and Zed Marketing rather than Mr Javed personally. But these were the bank accounts which he had nominated for receipt of the Claimants’ money and they were accounts entirely under his personal control. On my findings as to the way in which Mr Javed used these accounts (and abused company law) I would regard the accounts as essentially his. I have not been asked to pierce the corporate veil of any of these companies and I do not do so: it is enough to say that the companies were at all material times his ciphers and therefore held the money and acted at all times as his agents and nominees.[118]Since the Claimants have as yet received no value for the money transferred to Mr Javed’s companies, and Mr Javed has failed to account in respect of any of it (both in the sense of giving proper information as to his dealings with the money and in the sense of failing to return it), the Claimants seek a money judgment in the amount of £834,000 (being the aggregate amount of the bank transfers and cash not accounted for). I would make such an order.[119]The Claimants also wish to vindicate their property rights so far as they can do so in the three properties purchased with their money (as I have said, one of them, 32 Aidan Close has now been sold but there may be some proceeds of sale to which my judgment will apply).[120]In considering this exercise, I bear in mind that, on my findings, the parties never reached an agreement as to a joint venture (or any other form of enterprise) and Mr Javed never therefore had any power to use the Claimants’ money lawfully in the purchase of property. He simply held the money on constructive trust for the Claimants pending further agreement. There may have been a general intention for the Claimants’ money to be invested in property transactions but a general intention could not amount to an agreement or confer any power on Mr Javed.[121]If Mr Javed, as their fiduciary, wanted to use what was beneficially the Claimants’ money, he had to obtain their consent. Consent here is the kind of “informed consent” Millett LJ spoke of in Bristol & West above. So, in seeking consent, Mr Javed should have informed the Claimants of what it was they were buying with their money, what its value was, what refurbishment was needed, at what cost, to achieve what rent, what their interest would be in the property, whether anyone else would be involved in the purchase and, if so, on what terms. It is difficult to see how consent could be said to have been informed without (at least) this basic information.[122]On my findings, Mr Javed never sought any such consent, whether before or after purchases were made. He simply decided to use the Claimants’ money when he wanted to and without reference to them, and with little information being imparted to them about the terms or commerciality of any relevant transaction. The fact (if proved) that some information may have been given, at some later stage, in relation to some aspects of each transaction, without the Claimants taking immediate objection, would not be an answer to the lack of consent. But, on my findings, Mr Javed cannot even show this: his dealings with the Mashals were characterised throughout by his secretiveness and dishonesty.[123]It follows that the properties were each acquired in breach of trust and fiduciary duty, with the Claimants’ money being used without their informed consent. Taking them each in turn, 121 Covert Rd was purchased entirely with the Claimants’ money and they are entitled to trace into it in respect of the whole of the purchase money of £270,000, which they had provided, and interest thereon. In respect of 44 St Andrews Avenue, they are entitled to trace into it in respect of the £88,580 required for completion, which they had provided, and interest thereon. In respect of 32 Aidan Close (which Mr Javed accepts was paid for with the Claimants’ money, through the unauthorised mortgage he arranged on 121 Covert Rd), they are entitled to trace into it in respect of the whole of the purchase money of £167,000, which they had provided, and interest thereon. Neither of the Defendant companies nor Mr Javed have any rights in the property in priority to the Claimants’.[124]The properties now need to be sold and (with the exception of 32 Aidan Close, which is already sold) I am willing to consider making orders for sale, perhaps with the Mashals having conduct of the sales. I cannot make such an order however without hearing from the administrators or receivers currently in charge of the sale process (I have little information about where this currently stands).[125]If any money is raised on sale for the Claimants’ account (i.e. after the mortgages have been paid off) that will reduce the money judgment (and interest below) pro tanto; if they choose to assert their beneficial ownership of the proceeds proportionate to the amount of their contribution (so as to allow them to keep any profit they may be entitled to), the profit element will not reduce the money judgment (or interest).[126]In fact, it is unlikely that there will be any profit for the Mashals to recover for their contribution to 121 Covert Rd or 32 Aidan Close, given that the mortgages taken out by Mr Javed after they had been purchased have substantially diminished the available equity. There may conceivably be some profit for their contribution to 44 St Andrews Avenue (Mr Hirani’s opinion is that this property had a value of £420,000 in July 2025). If that is the case, they will be at liberty to choose between taking that profit for themselves or enforcing their equitable lien for their contribution (and interest on it) when the property is sold and the true figures known (see Foskett v McKeown, above).[127]The Claimants claim separately for the rent received in respect of each of these properties. In my judgment this is recoverable on the ground that a fiduciary may not make a profit out of his position (let alone by reason of unauthorised use of the trust money). The total rent received was £87,665. However, the Claimants should give credit for the payments in respect of rent that they have already received (as I have found above). If there is any difficulty in establishing the final figure, the matter should be fixed on inquiry (perhaps with an interim payment). I will hear the parties further as to the correct figure.[128]I have considered whether any further deduction should be made against the rent, or indeed generally, for the costs of any refurbishment required to enable the properties to be let. While that may theoretically be possible (it is, after all, only the profit for which a fiduciary is liable), it is quite impossible to allow any credit to Mr Javed on this score. Not only has he failed to explain precisely what refurbishment was in fact carried out, at what cost, he has put forward as explanatory evidence of these matters three documents whose authenticity I have had to reject. In addition, he has not shown that he personally paid for any refurbishment, so any credit he may assert would have to be on the basis that(a) the Claimants’ money paid for it but(b) the Claimants have a money judgment for £834,000 which covers any contribution they may have made to the refurbishment of the Properties, so(c) if Mr Javed were not allowed credit for such contributions in the calculation of rent, he would effectively be paying twice over. However, there is simply no reliable evidence of what refurbishment was carried out to the properties (or, for that matter, to Mr Javed’s own property at 8 Springbank Avenue, which has confused this issue) and that is entirely down to Mr Javed’s failure to explain it, compounded by his reliance on inauthentic documents. He is not therefore in a position to build a case for any such credit. The only credit I would allow for refurbishment are the payments accepted in Mr Chapman’s report as ‘verified renovation costs’. These total £3,980.[129]The Claimants also seek interest, at 8% compounded quarterly on sums misapplied or misappropriated. That could give rise to quite a complex exercise, given the number of transactions in the bank statements which amount to misappropriations of the Claimants’ money. To reduce the complexity and achieve overall fairness, I would order interest at the rate of 8%, compounded annually,(a) on £284,000 from 11 March 2020 (re 121 Covert Rd)(b) on £99,506 from 2 March 2021 (re 44 St Andrews Avenue)(c) on £171,158 from 30 September 2021 (re 32 Aidan Close)(d) on £279,336 (the balance of £834,000) from 1 January 2023 by which time the original transfers of £834,000 were exhausted. I take into account that, after 1 January 2023, Mr Javed committed the further breach of mortgaging 32 Aidan Close and taking the proceeds but that does not need to be specifically reflected in the award of interest. I also take into account that the £171,158 did not come directly from the Claimants’ money but indirectly from the mortgage over 121 Covert Rd but that is something I have considered as part of the overall fairness of my award.[130]I would separately order interest at 8% compounded annually on the rent receivable from the dates receivable and giving credit for the sums already paid by way of rent, as above.[131]Given that the interest payment was not the subject of much debate at trial, and given that I am also departing significantly from what was proposed by Mr Hardman on behalf of the Claimants, I would be willing to entertain further submissions on the interest payable after this judgment is delivered.[132]For the purposes of section 281(3) of the Insolvency Act 1986, I should make it clear that this judgment is based on Mr Javed’s fraud and fraudulent breach of trust.[133]I would be grateful if Counsel would endeavour to agree a minute of order to give effect to this judgment.