Delaram Zavarei v Kianouche Vaziri & Anor [2026] EWHC 1293 (Ch)

[2026] EWHC 1293 (Ch)Case No CH-2025-000049IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCHANCERY APPEALSVenue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NLDate 3 June 2026
Before
HH JUDGE DAVIS-WHITE KC(SITTING AS A JUDGE OF THE CHANCERY DIVISION)
Between
DELARAM ZAVAREIAppellant(1) KIANOUCHE VAZIRIRespondents(2) EDDIE VAZIRIRespondent
Mr Peter Shaw KC and Mr Daniel Kessler (instructed by Signature Litigation LLP) for AppellantMr Faisal Osman (instructed by Rohan Solicitors) for RespondentsHearing Hearing dates: 12 March 2026
Approved JudgmentThis judgment was handed down remotely at 10.00 am on 03 June 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives..............................HH JUDGE DAVIS-WHITE KC

HH Judge Davis-White KC :

[1]I have before me an appeal by Mrs Zavarei (the “Appellant”). The appeal is by appellant’s notice issued on 28 February 2025. It is against an order made by District Judge Owen, sitting in the County Court in Brighton, on 07 February 2025. By that order the District Judge dismissed the application of the Appellant, by application notice dated 02 April 2024, to set aside a statutory demand made upon her dated 14 March 2024. That statutory demand was a demand, by the Respondents, for a “capital balance of £2,400,000.00 plus interest due and owing under two Loan Agreements dated(i) 1 October 2017 and(ii) 1 April 2018.” (the “Statutory Demand”). Under the heading “Details of debt”, among other things, copies of the Loan Agreements and evidence of payments made and the payments received (at the date of the demand) were said to be attached to the Statutory Demand. The Statutory Demand was made pursuant to section 268 Insolvency Act 1986.[2]The grounds for setting aside a statutory demand are set out in the Insolvency (England and Wales) Rules 2016 (“IR 2016”), r10.5. Under sub-paragraph (5) of that rule:
“(5) The court may grant the application if— (a) the debtor appears to have a counterclaim, set-off or cross demand which equals or exceeds the amount of the debt specified in the statutory demand; (b) the debt is disputed on grounds which appear to the court to be substantial; (c) it appears that the creditor holds some security in relation to the debt claimed by the demand, and either rule 10.1(9) is not complied with in relation to it, or the court is satisfied that the value of the security equals or exceeds the full amount of the debt; or (d) the court is satisfied, on other grounds, that the demand ought to be set aside.” (a) the debtor appears to have a counterclaim, set-off or cross demand which equals or exceeds the amount of the debt specified in the statutory demand; (b) the debt is disputed on grounds which appear to the court to be substantial; (c) it appears that the creditor holds some security in relation to the debt claimed by the demand, and either rule 10.1(9) is not complied with in relation to it, or the court is satisfied that the value of the security equals or exceeds the full amount of the debt; or (d) the court is satisfied, on other grounds, that the demand ought to be set aside.”
[3]As recited in his order, the District Judge found that there was a claim “within the demand” for £100,000 of (outstanding) principal and £100,000 of interest arising from a loan dated 01 April 2018 for £1 million pounds (plus £100,000 interest) and that there were no grounds to set aside the Statutory Demand in respect of such claims. However, he did refuse permission to rely upon a claim for interest of £649,589 in respect of non-repayment of the £200,000 that I have referred to. As well as dismissing the Appellant’s application he also authorised the 1st Respondent, Mrs Vaziri (but not Mr Vaziri) to present a bankruptcy petition for the total amount of £200,000. He also ordered the Appellant to pay the Respondents’ costs, summarily assessed as being £35,870.80, and refused permission to appeal.[4]Permission to appeal was granted by Rajah J by order dated 22 September 2025, there having been delays in the production of a transcript of the judgment of DJ Owen for which the Appellant was not responsible.[5]Also before me is an application by the Respondents, by application notice dated 19 February 2026 and issued on 24 February 2026, seeking permission to adduce fresh evidence on the appeal.[6]Before me, Mr Peter Shaw KC (who did not appear below) and Mr Daniel Kessler (who did appear below) appeared for the Appellant. Mr Faisal Osman (who did not appear below) appeared on behalf of the Respondents. I am grateful to Counsel for their written and oral submissions.

The Statutory Demand, other statutory demands and the proceedings

[7]To understand the Judge’s judgment and the submissions made to me it is necessary to trace back carefully the manner in which the respective cases of the parties have developed over time.[8]I have referred earlier to the Statutory Demand, dated 14 March 2024, claiming £2.4m of capital and in addition interest thereon, said to arise under two loan agreements dated respectively 01 October 2017 (the “First Agreement”) and 01 April 2018 (the “Second Agreement”).[9]At about the time of the service of the Statutory Demand with which I am concerned, the First Respondent served a further statutory demand, also dated 14 March 2024, on “Mo Eskici” (in fact Mohammed Eskici, the Appellant’s uncle) demanding the sum of £1.4 million plus interest said to arise because Mr Eskici was “Guarantor under” the First Agreement (the “Eskici Demand”). In addition, both Respondents served a further demand, also dated 14 March 2024, on the Appellant and her husband, Mr Reza Mostafavi Tabatabaei, as joint debtors, apparently demanding the same £2.4 million plus interest thereon under the two agreements as set out in the Statutory Demand (the “Joint Demand”).[10]Applications to set aside all three statutory demands were made by application notices, each of which was dated 02 April 2024. The Appellant says that the need for her solicitors to deal with all three applications in short order affected the quality of her evidence at that time. Under IR 2016, r 10.4(2), an application to set aside a statutory demand must be made within 18 days of service.[11]The application by Mr Eskici (in proceedings with number 0035 of 2024 in the County Court at Brighton) was supported by a witness statement made by him dated 27 March 2024. Essentially he said that whilst Mr and Mrs Vaziri had entered into a written agreement dated 1 October 2017 (i.e. the First Agreement) with Mrs Zavarei under which they agreed to lend £2.3 million to Mrs Zavarei, he was not party to that agreement. The agreement provided that a guarantee was to be provided by Mr Eskici, but in fact he had never provided a guarantee. He also referred to that agreement, as he understood it, having been superseded by a later loan agreement dated sometime in May 2018 and made between Mangool Limited (a company apparently owned by the Vaziris or one or other of them) and Mrs Zavarei under which Mangool Limited lent £2.3 million to Mrs Zavarei (the “Third Agreement”). Mr Eskici is not mentioned in the draft of that Third Agreement which he exhibited.[12]In an order dated 26 June 2024 of District Judge Sullivan, the Eskici Demand is recorded as having been withdrawn by email dated 30 May 2024. That order also set aside the Eskici Demand.[13]The application by Mr Tabatabaei (in proceedings with number 0036 of 2024) was supported by a witness statement made by him dated 28 March 2024. He refers to the written agreement dated 1 October 2017 (that is, the First Agreement) made between the Vaziris and his wife, Mrs Zavarei but pointed out that he was not a party to that agreement. As regards the Second Agreement relied upon in the Joint Demand, he pointed out that neither was he a party to that agreement. The agreement in question was dated 01 April 2018 and made between Mrs Vaziri as lender and Mrs Zavarei as borrower. He also referred to the superseding of the First Agreement by the Third Agreement (between Mangool Limited and Mrs Zavarei and said to be signed in May 2018).[14]In the order dated 26 June 2024 of District Judge Sullivan that I have already referred to, the Joint Demand is recorded as having been withdrawn by email dated 30 May 2024. That order also set aside the Joint Demand.[15]As recorded in paragraph [6] of the District Judge’s judgment: “.. in August 2024, the respondents sought, by way of clarification of their claim £200,000 plus interest of £649,589 pursuant to the second loan agreement referred to, and then £2.3 million again appeared. In January 2025, that is last month, the respondents withdrew that additional claim of £2.3 million. I will not deal with that further. They do still seek £200,000 and, putting their claim at its highest, £649,000-odd, or £200,000, or £100,000”.[16]Accordingly, by the time of the hearing before the District Judge, the only debt relied upon was one said to be due under the Second Agreement between Mrs Vaziri and Mrs Zavarei.

The Terms of the Second Agreement

[17]The Second Agreement is on its face made between Mrs Vaziri as lender and Mrs Zavarei as borrower. In the Second Agreement “the Loan” is defined by clause1.1 as £1 million pounds sterling, clause1.2 defines the “Duration of the Loan” as being one year from 01 April 2018 to 01 April 2019 with “Drawdown” being defined by clause1.3 as 04 April 2018.[18]Clause 2 of the Second Agreement provides for Mrs Vaziri to advance and lend to Mrs Zavarei “the loan” on the date of the agreement.[19]Clause 3 of the Second Agreement provides for the “Repayment of the Advance” and, in summary, provides for payment of the initial payment of £300,000 on 1 October 2018; a second payment of £300,000 on 1 January 2019 and payment of the remainder of the Loan plus interest:
“total of £500,000 on or before” 01 April 2019: “Total repayment = £1,100,000”
. The clause then goes on to provide for further interest payments in the case of default. The interest payments which are applicable on default are to be calculated at “the applicable rate (per 1.2 above) plus” a percentage, ranging from 10% to 20% depending on whether the default is a first or second default. In the case of further defaults, the agreement records that Mrs Zavarei agrees that Mrs Vaziri will have a claim on shares in a named company and a property at Henfield. In addition, it is provided that Mrs Zavarei can repay the loan at any time. Clause 5 of the Second Agreement makes further provision regarding interest, but I do not need to say anything more about it.[20]Clause 9 of the Second Agreement is a “non-oral modification” clause in the following terms:
“9.0 This Agreement may only be amended or modified by a written instrument executed by both the Borrower and the Lender.”

The evidence before the Judge

[21]As regards the application to set aside the Statutory Demand (and the Joint Demand), Mrs Zavarei made her first witness statement dated 26 March 2024. Among other things, she confirmed that the First Agreement of October 2017 had been superseded by the Third Agreement, a loan agreement for the same amount and on the same terms but with the lender being the Vaziris’ company, Mangool Limited, rather than the Vaziris personally. The Vaziris therefore, she said, had no standing to make a demand in respect of such agreement.[22]As regards the Second Agreement, dated as “being effective from 1 April 2018”, Mrs Zavarei explained that this agreement related to a personal loan to her of £1million, repayable in tranches, the final tranche being payable on or before 01 April 2019.[23]In paragraph 7(b) of her witness statement, she said that this loan had “largely been repaid” and went onto say:
“The Statutory Demand acknowledges that £900,000 has been repaid by way of bank transfer and the small outstanding amount will also be paid as agreed between the parties.”
[24]Further on in her witness statement, at paragraph 20, she referred to having re-paid £900,000 of the £100,000 loan and in paragraph 21 she stated:
“21. There is a small amount outstanding in respect to Agreement 2, however I disagree and dispute the amount claimed by Mr & Mrs Vaziri as the petition debt. Further, I have never been unwilling or been unable to repay the true outstanding sum that is due under Agreement 2 (as shown by the £900,000 that I repaid) and have tried to seek a viable arrangement as to repayment that benefits both me and Mr & Mrs Vaziri. Ultimately, issuing of a statutory demand in these circumstances is extremely premature and a waste of the court's time and resources given the outstanding sum will be repaid.”
[25]As regards the £900,000 repaid, this was said to have followed her selling her shares in SCI Sourena which she said had been provided as security under the Second Agreement (and which is the company referred to in clause 3 of the Second Agreement).[26]The hearing to set aside the Statutory Demand initially took place before District Judge Sullivan on 26 June 2024. I have already referred to other aspects of his order made on that occasion. The penultimate recital to that order was as follows: “AND UPON the Court adjourning the hearing to give the Respondents the opportunity to clarify the position in respect of the agreements, sums owed and on what date under the outstanding demand against Mrs Zavarei and in order to permit Mrs Zavareito clarify her opposition to the demand made against her”.(emphasis provided) The order went on to set a timetable for evidence. The Respondents were ordered, by 04 September 2024, to “clarify what debts” demanded in the Statutory Demand were still being claimed. Mrs Zavarei was given permission to file further evidence in support of her application by 02 October and the timetable then provided for evidence in answer by the Respondents and in reply bv Mrs Zavarei.[27]As regards clarification from the Respondents, this was allegedly provided by a witness statement of Mr Vaziri dated 30 August 2024 and one from Mrs Vaziri of the same date.[28]In his witness statement, Mr Vaziri explained that the debt being claimed from Mrs Zavarei was:
“(a) the balance of £200,000 due in respect of the Loan Agreement made between my wife and the Applicant plus interest of £449,589.04 (as at 15August 2024) so a total, at that date, of £649,589.04, and; (b) the sum of £2,300,000 plus interest that is due to me and my wife and our daughter pursuant to the Novated Loan agreement.”
[29]In her witness statement, Mrs Vaziri explained that under the April 2018 agreement (that is, the Second Agreement) the repayments (by tranches) amounted to £1,100,000: that is £1 million capital and £100,000 interest. £900,000 had been repaid by two payments, £800,000 on 24 July 2019 and £100,000 on 30 July 2019, which left £100,000 principal debt and £100,000 interest to pay. In addition, default interest was due in respect of the late repayment of the tranches provided as being payable on 1 October 2018 (£300,000); 1 January 2019 (£300,000) and 1 April 2019 (£500,000). Mrs Vaziri put a figure on this extra interest of £449.589.04. With the £200,000 that gave rise, she said, to a total claim of £649,589.90.[30]As regards the First Agreement of October 2017 in respect of the loan of £2,300,000, Mrs Vaziri accepted that that agreement had been amended so that the parties were no longer Mr and Mrs Vaziri as lender and Ms Zavarei, as borrower, but Mangool Limited as lender (which was the company from which the loans had originated) and Mrs Zavarei as borrower. However, Mrs Vaziri went on to say that on the entry into voluntary liquidation of Mangool Limited on 18 May 2018, and with the agreement of the liquidator of Mangool Limited, the agreement was novated such that Mr and Mrs Vaziri and their daughter Yassi Vaziri stepped into the shoes of Mangool Limited, Mrs Vaziri exhibited (among other documents) this novation agreement (the “Liquidation Novation Agreement”). On its face the Liquidation Novation Agreement was made between Mrs Zavarei, Mr Walter (one of two joint liquidators of Mangool Ltd) and Mr and Mrs Vaziri and their daughter. Nothing, it was said, had been repaid of the £2.3 million loan and interest was claimed on top of the sum of £2.3 million. Yassi Vaziri was not party to the Statutory Demand.[31]Three witness statements were filed on behalf of Mrs Zavarei: Mrs Zavarei’s second witness statement and a witness statement from each of Mr Tabatabaei and Mr Eskici, each witness statement was made on 30 October 2024.[32]In her second witness statement, Ms Zavarei dealt first with the agreement to lend £2.3 million. She noted that the skeleton argument dated 26 June 2014 of Counsel for the Vaziris put before the court for the hearing before DJ Sullivan had in terms accepted not just the Mangool agreement and that it had replaced the First Agreement of October 2017 but that insofar as the Statutory Demand was based on the First Agreement of 1 October 2017 “it is not valid”. She then went on to say that the (alleged) Liquidation Novation agreement (putting the Vaziris and their daughter in Mangool Limited’s shoes as regards the Third Agreement) had never been seen before nor signed by her. The apparent signature of her on that document was a forgery. She also referred to emails between herself and Mrs Vaziri in July 2019 in which she requested provision of a copy of the relevant loan agreement and was provided with a copy of the Mangool Agreement without any mention of the Liquidation Novation Agreement. Further she stressed the manner in which the alleged Liquidation Novation Agreement had suddenly emerged in the August witness statements, not having been mentioned before.[33]As regards the Second Agreement covering the loan of £1 million (to be repaid by tranches in a total sum amounting to £1.1 million), Mrs Zavarei said that she could “now confirm that there is in fact no sum outstanding in respect of this loan.”[34]First, she said that it was agreed in February 2023 (between her husband as her agent and Mr Vaziri acting as agent for Mrs Vaziri) that the remaining amount repayable under the loan agreement was to be capped at £200,000, £100,000 in respect of capital and £100,000 for interest. There would be no additional interest or penalties in respect of late payment.[35]Secondly, she said that it was agreed in March 2023 between her husband (acting for her) and Mr Vaziri (acting on behalf of Mrs Vaziri), that the outstanding £200,000 would be paid (or perhaps more accurately settled) as follows:(1) Mrs Zavarei’s company in the UAE, ENEXD would provide an oil trading licence for Mr and Mrs Vaziri’s project in Iraq as well as support in developing the project though use of its contacts, pre-existing relationships and technical expertise.(2) Outstanding costs incurred by ENEXD in support of a UAE visa obtained for Mr Vaziri in 2018 (including administrative and legal expenses as well as qualifying salary) would be offset against any sum owed.(3) ENEXD would sponsor Mr Vaziri’s visa and pay all associated costs.(4) Mr Vaziri would be paid a salary by ENEXD in order to satisfy the Visa requirements.(5) In 2018 in connection with a visa for Mr Vaziri, similar costs were incurred as identified in (3) and (4) above. In his judgment, DJ Owen referred to this as “substituted performance”.[36]Mrs Zavarei’s case appears to be that the matters in question would be valued and set off against the remaining debt owed by her under the Second Agreement, though the evidence may also be consistent with a case that the agreement was that the remaining debt would be extinguished in consideration of the matters in question (which happened to have a value equal to or greater than the remaining £200,000 owed).[37]As regards these matters, Mrs Zavarei said:(1) The value of the oil trading licence was in excess of £100,000. ENEXD, it was said, had performed its side of the bargain in this respect.(2) ENEXD incurred costs of USD30,000 for the visa and associated costs.(3) A salary of c. USD8,000 per month was paid to Mr Vaziri for about 6 months by Mrs Zavarei’s company. Mr Vaziri did no work for that company to earn such salary, but receipt of a salary was a relevant visa requirement.(4) In addition, Mr Vaziri received further ex gratia payments relating to travel, insurance and the like that were paid directly into his account at the Emirates National Bank of Dubai. These payments were made in cash.(5) Similar costs were incurred in relation to Mr Vaziri’s 2018 visa to those set out in (2) and (3).(6) ENEXD performed significant work in developing the Iraq project including the provision of support and consultancy services as well as deploying its expertise to ensure the project was viable. The total value of these matters exceeded the £200,000 owing under the Second Agreement.[38]Mrs Zavarei also corrected a statement made in her first witness statement to the effect that she had sold shares in SCI Sourena to pay off part of the loan under the Second Agreement. In fact, she now said SCI Sourena had sold a property and the proceeds went towards extinguishing the monies owed under the Second Agreement (her witness statement refers to the First Agreement, but this appears to be a mistake).[39]Mr Tabatabaei’s witness statement of 30 October (the first in the relevant proceedings) explains that he and his wife were political targets of the Iranian regime and that as a result of this there were a number of challenges facing his wife’s business projects that affected her ability to repay the loans from the Vaziris. The latter were, said Mr Tabatabaei, well aware of the situation and he and Mr Vaziri met to discuss possible solutions (as well as other matters) on three occasions being at(a) the Shiraz Restaurant, Brighton on 6 February 2023 (the “Shiraz Meeting”);(b) the Mojo Café, Brighton on 13 March 2023 (the “Mojo Meeting”) and(c) the Mad Hatter Coffee Shop, Brighton in mid-2023 (the “Mad Hatter Meeting”).[40]At the Shiraz Meeting, says Mr Tabatabaei, Mr Vaziri agreed, on behalf of his wife, that repayments under the Second Agreement would be capped at £200,000 and no further interest or penalties would be payable by reason of late payment. In exchange, there would be collaboration between the families in relation to other projects including a project in Iraq that the Vaziris were looking for partners to help develop. ENEXD, holding a valuable licence to engage in oil and gas trading activities outside the UAE and with a track record of over 20 years operating in the oil and gas sector in the Middle East was an ideal partner for the Vaziris’ venture and discussion went forth about how ENEXD could play a role.[41]The Mojo meeting, says Mr Tabatabaei, came about because there had been a misunderstanding (I would say a disagreement) as to what had been agreed at the Shiraz Meeting, Mr Vaziri claiming (wrongly says Mr Tabatabaei) that it had been agreed that the whole amount outstanding was to be paid by the end of March 2023.[42]At the Mojo meeting, Mr Tabatabaei says, he and Mr Vaziri discussed the various business ventures they (which I take to mean the families) were engaged in. Mr Vaziri raised the possibility of Mrs Zavarei becoming involved in a project relating to the oil business in Iraq (the “Iraq Project”), by allowing the use of an oil trading licence held by Mrs Zavarei’s company in the UAE, ENEXD. Working capital for the Iraq Project would be provided by Mr and Mrs Vaziri whose contact would conduct day to day operations and management together with staff of Ms Zavarei and/or Mr Tabatabaei and other contacts and connections. The profits would be split equally between ENEXD, Mr and Mrs Vaziri and “our” contact. Mr Vaziri also wanted a UAE visa to further the Vaziris’ business interests in that country.[43]At the Mad Hatter Meeting agreement, says Mr Tabatabaei, was finalised. Mrs Zavarei would provide use of the oil trading licence for the Iraq Project. ENEXD would sponsor Mr Vaziri’s family visa and pay associated costs and also pay Mr Vazirir a salary to meet the visa criteria for the UAE. In addition outstanding costs and salary relating to an earlier visa for Mr Vaziri, incurred in 2018, would be offset against outstanding sums owing under the Second Agreement and on the basis of the investment in the Iraq Project and assistance with the UAE visa, the capped payment under the Second Agreement would be treated as satisfied in full.[44]Some work thereafter said to have been carried out by ENEXD in connection with the Iraq Project is then described by Mr Tabatabaei.[45]Mr Eskici’s witness statement dealt with the Liquidation Novation Agreement. I need not go into the detail but broadly he said that he did not witness Mrs Zavarei’s signature, that he did not sign the agreement and that he did not write his name and address. He believes that someone has cut and pasted his signature and name and address and inserted this into the agreement.[46]By their respective second witness statements, each dated 09 December 2024, Mr Vaziri and Mrs Vaziri replied to the evidence of Mrs Zavarei, Mr Tabatabaei and Mr Eskici.[47]As regards the amendments to the Second Agreement, Mr Vaziri said that these were a complete fabrication. Leaving aside points of submission (being primarily directed at a change in Mrs Zavarei’s evidence, a failure of Mrs Zavarei or Mr Tabatabaei to mention the alleged meetings and new agreement regarding the Second Agreement debt and the absence of documentary evidence regarding matters alleged in connection therewith):(1) He denied that he had been paid a 6 monthly salary of c. $8,000 in 2023 and said that he been paid this salary there would be documentary evidence to prove it, but no documentary evidence had been provided.(2) He denied that Mr Tabatabaei’s version of events as to what took place at the Shiraz Meeting on 06 February was correct.(3) He accepted that he had met Mr Tabatabaei and Mr Eskici on 6 February 2023 and with Mr Tabatabaei on 13 March to discuss the two agreements on behalf of his wife.(4) His wife was, he says, “as a gesture of goodwill” agreeable to capping liability under the Second Agreement to £100,000 capital and £100,000 interest (although he says the outstanding interest was then about £500,000). However, he says that on 06 February it was made clear that this was strictly on the basis that the £200,000 was paid in full on or before the end of March 2023. Payment was not in fact received by them.(5) On 13 March 2023, he says that Mr Tabatabaei claimed to have no knowledge that repayment had been agreed to be made by the end of March and that he (Mr Tabatabaei) asserted that repayment had been agreed to be made by the end of April (which was not true). He also asserted that this meeting took place at the Galileo Restaurant in Hove rather than at Mojos Café, but nothing turns on that for present purposes.(6) He says that he wanted Mrs Zavarei to be aware of what her husband was saying so he sent her an email (and deliberately did not cc her husband into it) on 16 March 2023. That email apologised for writing again but said that he felt that it was the only way to discuss this matter without further confusion/misunderstanding. He then went on to summarise his account of the two meetings as follows:
“Meeting on 6th February. 2023 Attendees, Reza, Mo and I Attendees, Reza, Mo and I 1. It was agreed 'Loan 2' would be paid in full, including the original interest, and excluding any further interest and penalties (£200,000), by end of March 2023 2. It was agreed at least £300,000 of 'Loan 1' would be paid by the end of the year (2023), I wanted £50,000/month from May, and Reza confirmed you are not able to commit to monthly payments, due to your cash flow. However, he confirmed that it shall be paid as close as possible. 3. It was agreed the remainder of 'Loan 1' (£2,000,000),. would be paid during 2024. This excludes any interest, penalties or compounded interest. 4. Reza talked about all various plans and investments that are starting/ in progress and how confident he was that this overdue loan would be sorted out amicably very soon. 5. Reza asked to talk about the interest (7 years @ 20%) by the end of 2024, at a later date. He explained various possible options, which may or may not be appropriate. 6. We shook hands on this deal, I said we should write it down and he insisted that is not necessary and he will deliver, on your behalf. Meeting on 13th March 2023 Attendees, Reza & I 1. Reza explained your current dealings. 2. Unfortunately, he seemed to have forgotten the agreement to pay off Loan 2 by the end of March, he said he remembered April. He confirmed his recollection of the other points discussed, but was confused about the first point. I believe by the end of the conversation, he remembered the agreement. 3. He asked to have another conversation W/C 20th March, and that he would update me on your arrangements 4. I explained once more that this payment is essential as l have to pay my solicitor and I have managed to defer it from summer 2022. They have had enough and I am running out of time. Could I ask politely that you consider this very carefully, as I am in a very tight spot and can not afford any more empty promises. I look forward to concluding this matter as discussed on 6th February and without the need for any other action.”

Attendees, Reza, Mo and I

[48]Mr Vaziri did not in terms address the third meeting, the Mad Hatter Meeting. However, he denied the allegation that a further agreement had been reached that any balance due under the Second Agreement would be “subject to deductions” in respect of salary payments to him and the like.[49]The remainder of his evidence was directed to the allegation of forgery regarding the Liquidation Novation Agreement, and about which I need say no more.[50]In her second witness statement, Mrs Vaziri adopts the position taken by her husband, relied on the no oral variation clause of the Second Agreement and asserts that as her husband was not a party to the Second Agreement, even if he had received any financial benefits (which was denied), that would not have discharged any liability to Mrs Vaziri. Again, I need not go into what she says about the alleged forgery of the Liquidation Novation Agreement.[51]In his second witness statement in the proceedings and dated 23 December 2024, Mr Tabatabaei re-iterated the position that he had earlier set out about the meetings in February and March 2023. He also asserted that Mr Vaziri continued to engage with himself and “Mo” on the Iraq project throughout 2023 until it came to an end in late 2023. (In a later witness statement dated 16 January 2025 and in identical terms, subject to an amendment, being a description of “Mo” as Mohammed Al-Samarne, Mr Tabatabaei confirmed the identity of “Mo”). According to Mr Tabatabaei, his and his wife’s involvement in the Iraq Project ended as a result of concerns that he and Mo had about individuals introduced to them as partners by Mr Vaziri. Until then, says Mr Tabatabaei, there was full co-operation and engagement with Mr Vaziri who understood that the benefits of involvement of Mrs Zavarei in the project would far outweigh any small sums that would have been owed under the Second Agreement. Mr Tabatabaei exhibits various messages concerning the development of the Iraq project during 2023.[52]As regards ex gratia payments made to Mr Vaziri, Mr Tabatabaei also refers as an example to Mr Vaziri, on 30 October 2018 (although it may be 6 November 2018) having requested a payment of £20,000 to be made to “his personal account at Emirates National Bank of Dubai or his accounts in Iran”. Mr Tabatabaei says he cannot confirm the details of whether payment was made but to the best of his knowledge and understanding the money was transferred. The WhatsApp message in question asks whether ENEXD could transfer £20k “to my Dubai account this week?” Having chased on 12 November 2018, Mr Vaziri sent details of his bank account at Emirates EBD.[53]Mrs Zavarei in her third witness statement, dated 24 December 2024, having said that many requests for documents from the Vaziris was of documents that they themselves should have and that it had taken considerable time and resource to produce the historic copies now produced, went on to exhibit copies of:(1) The employment contract between ENEXD and Mr Vaziri dated 19 May 2018 confirming his salary of AED30,000 per calendar month and other benefits which, she says, was required for the VISA he required. AED 30,000 at an exchange rate of AED4.67 to one GBP pound, would be about £6,423 per month (or £38,538 over 6 months);(2) The employment visa granted by the Ministry of the Interior of the UAE to Mr Vaziri from 27 May 2018 to 25 July 2018;(3) The application and registration form said to be submitted by ENEXD in support of Mr Vaziri’s employment visa;(4) The Dubai residence permit granted to Mr Vaziri on the basis of his employment with ENEXD running between 12 July 2018 to 11 July 2021;(5) The Employment Card granted to Mr Vaziri on the basis of his employment running until July 2021;(6) A request for an ex-gratia payment for GBP 20,000 on 06 November 2018 requesting payment “to either his Iranian or Dubai accounts”.(7) The Oil Trading licence held by ENEXD from 03 September 2025 until 02 September 2024.(8) An invoice dated 20 December 2023 for CHF 50,000 (approximately GBP £45,000 at 2018 rates) for the payment of services relating to the Iraq project incurred for the benefit of Mr Vaziri.[54]In all, Mrs Zavarei confirms that the Vaziris received benefits easily equating to if not exceeding £200,000 even excluding other related costs that she had been unable to locate, such as the legal costs incurred in support of the VISA.[55]As regards accounting records (presumably of ENEXD) Mrs Zavarei says:
“ 20. It remains costly and difficult to access a historic computer system that contains the records of the other expenses and payments that have been made as there has been a change of accountancy systems and a change of accountancy staff. As a result we will have to instruct expensive specialist IT recovery experts if we are to access the system. However, it is clear to me that these payments should be evident from Eddie Vaziri’s bank statements from his account at the Emirates National Bank of Dubai that is detailed in Tabatabaei 2 at paragraph 12. These records should also capture any cash payments that were made to him in accordance with his requests as detailed in Tabatabaei 2 at paragraph 12.”
[56]Mrs Zavarei also clarified that although the intention had been that she would obtain a further visa for Mr Vaziri in 2023, that came to nothing due to the withdrawal of Mrs Zavaei and Mr Tabatabaei from the Iraq Project that year. As such the costs to be set off against the outstanding amount under the Second Agreement were the historic costs incurred for the benefit of the Vaziris in relation to the 2018 Visa as well as the value of the oil trading licence that was to be used in the Iraq project and the value of the use of which for the Iraq Project she “conservatively” assessed as being £100,000 (plus other cash payments) but not any costs regarding procuring a visa in 2023 or, it seems, paying Mr Vaziri a salary in that year.[57]As regards the point made against her by the Vaziri’s that she had completely changed her story between her first witness statement (where she said that there was a “small amount outstanding” but that she disagreed and disputed the amount claimed by the Vaziris as the petition debt (see paragraphs 7(b) and 21) and her second witness statement (where she said an agreement had been reached on her behalf by her husband whereby(a) there would be no default interest charged under the Second Agreement and(b) the outstanding debt under that Agreement would be reduced by setting off other sums incurred by her or her company for the benefit of the Vaziris)), she said that:
“17. ….. I have not made a commitment to pay £200,000 in respect of Agreement 2. I did agree to repay any small outstanding amount that may be due as set out in paragraph 7(b) of Zavarei 1. However, what amount may be due is a matter of dispute between the parties. This was made clear in paragraph 21 of Zavarei 1 and again at paragraphs 14 to 19 of Zavarei 2 where it was clarified that, having refreshed on matters and retrieved what archived documents it has been possible to retrieve in the time between Zavarei 1 and Zavarei 2, that I believe that there is no further sums payable with respect to Agreement 2. I am amazed that [Mr Vaziri] and [Mrs Vaziri] would claim otherwise as they should know this, though I acknowledge that to the best of my understanding [Mrs Vaziri] was not present at the agreements surrounding the repayment of Agreement 2 and therefore she is reliant on what [Mr Vazirir] has told her.”

The judgment below

[58]The essence of the judgment below is set out at paragraph [16] of the Judge’s judgment:
“[16] I have carefully weighed up the submissions and the evidence I have been taken to. I do not find the assertion by the applicant that no amount is outstanding under loan 2 to be convincing. Paragraph 2 1 of the 26 March 2 0 2 4 witness statement, which is clearly carefully written and was prepared with the aid of solicitors, expressly acknowledges that an amount is outstanding. As was submitted on behalf of the respondents, it does not seem credible that the applicant - clearly a sophisticated businesswoman – would simply have forgotten this variation to the agreement in writing. The amount acknowledged as being outstanding is not specified. Logically it must be the £200,000 which remains after her agreed payments of £900,000 against the £1 million loan and the £100,000 agreed interest. The statutory demand was for £2.4 million and interest. £2.3 million of that has been abandoned. The statutory demand failed to calculate the interest and, in my judgment, the respondents cannot, under this statutory demand, claim the alleged £6 49,000. However, the £100,000 interest was specified in the loan agreement as interest, and I am satisfied that the applicant would suffer no injustice if the claim for the £100,000 principal outstanding under loan 2, and the £100,000 interest specified as payable in that agreement, were allowed.”
[59]It is also to be noted that the Judge referred to the submission on behalf of Mrs Vaziri that the alleged variations to the Second Agreement were not effective by reason of clause 9, the non-oral modification clause. It is accepted that he made no decision on this point. There is no Respondent’s Notice seeking to rely upon clause 9. The Judge recorded:
“[12] The applicant, as I have previously mentioned, relies on an alleged amendment to the 20 1 8 agreement for the loan of £1 million with provision for interest. The respondent says that there was a no oral modification clause in the agreement, and relies on the Supreme Court decision in Rock Advertising v MWB. The applicant says that if there was a clause to that effect which can be relied upon - and there is some argument about whether the parties were aware of it, which I do not think takes the matter very much further - but if there was a no oral modification clause, then there was an estoppel by representation and reliance, or there was a separate agreement, or there was an agreement to terminate which is not caught by a no oral modification clause, or there is an unjust enrichment claim available to the applicant because she expended money in reliance on this variation to the agreement.”

Grounds of Appeal

[60]Mrs Zavarei puts forward five grounds of appeal. The first four all essentially attack the conclusion of the Judge that the relevant debt was not disputed on substantial grounds. The fifth ground is different. It is that the judge permitted the bankruptcy petition to be presented in respect of the £100,000 element of the alleged £200,000 remaining debt when in breach of r10.1 IR 2016, no particulars of interest were given in the demand.

The Law

[61]On an appeal such as this, the appeal court will only interfere with the decision of the Judge in the lower court if satisfied that that Judge erred in law or principle or reached the wrong conclusion. The appeal court is slow to interfere with evaluative judgments of the lower court (see e.g. Fage UK Ltd v Choban Ltd [2014] EWCA Civ 5 at [114]; Crossley-Cooke v Europanel (UK) Ltd [2010 EWHC 124 (Ch); [2010] BPIR 561 at [4]). However, the appeal court’s approach is not confined by considerations (or limits on appellate intervention) more applicable to discretionary or multi-factorial decisions which are under appeal (at least so far as appeals against decisions relating to r10.5(5)(b) as opposed to r10.5(5)(d) IR 2016 are concerned): see Feldman v Nissim [2010] EWHC 1353 (Ch) at [5]-[9].[62]The test for setting aside a statutory demand in bankruptcy is well-established. The test under r10.5(5)(b) of “the debt being disputed on grounds which appear to the court to be substantial”, is the same as the test for summary judgment, namely (in the case of an application by the claimant) whether the defendant has no real prospect of succeeding on its defence (see Crossley-Cooke v Europanel (UK) Ltd at [16] and Collier v P&MJ Wright (Holdings) Ltd [2007] EWCA Civ 1329 , [2008] 1 WLR 643). The prospects of success of the defence to the debt claimed in the statutory demand must be “real” and not “fanciful” and must carry some degree of conviction and not be merely arguable (see e.g. Collier v P&MJ Wright Holdings at [21] and Re Martin Dawn plc [2025] EWHC 406 (Ch) at [46]-[48]).[63]The fact a defence is improbable is not enough to mean that it does not have a real prospect of success, “Probabilities are, properly, a matter for trial” (see Markham v Karsten [2007] EWHC 1509 (Ch); [2007] BPIR 1109 at [44]). However, if evidence of a defence is “incredible” in the sense that it cannot be believed, then a defence based on such evidence (alone) will not have a real prospect of success.[64]Furthermore, the court must also take into account evidence that could reasonably be expected to be available at trial, even if not placed before it on an application for summary judgment (or, I would add, an application to set aside a bankruptcy statutory demand) see Easyair Ltd (trading as Openair) v Opal Telecom Ltd [2009] EWHC 339 (Ch) at [15](v).[65]If a case is finely balanced as to whether a defence is sustainable, the Court should lean in favour of the debtor when dealing with an issue which could lead to bankruptcy and all its debilitating consequences: Slowikowsa v Rogers [2021] EWHC 192 (Ch)at [52].[66]As regards the test of “real prospect of success”, the court must be careful to avoid mini-trials. Whilst the court may “grasp the nettle” in determining short points of a law or construction, the general position is that it will not resolve genuine disputes of fact or conflicts of witness evidence. Such matters are usually to be resolved only after a trial when there has been (if appropriate/applicable) disclosure and/or cross-examination (see e.g. Re Keypak Homecare Ltd (No 2) [1990] BCLC 440 at 122G) Long v Farrer & Co and Farrer [2004] BPIR 1218 at [57]; Go Capital Ltd v Phull [2022] BPIR 819 at [25]-[26].[67]In limited circumstances, a Judge may determine that witness evidence is not to be believed and is “incredible” (see National Westminster Bank plc v Daniel [1993] 1 WLR 1453 at 1456-7). In effect, the court would have to find that there is no real prospect of the evidence in question being accepted (see Optaglio Limited v Tethal [2015] EWCA Civ 1002 at [32]). Such circumstances might arise where such witness evidence is inherently self-contradictory or unequivocally inconsistent with contemporaneous documentary evidence or other affirmative evidence which is either admitted by the defendant or unchallengeable by him or where no, or no plausible, explanation is given of the relevant inconsistency(ies).

Ground 5 of the grounds of appeal: the interest claim

[68]I deal first with the fifth ground of appeal. In my judgment, that ground of appeal fails. As a matter of technicality, the statutory demand had annexed to it the Second Agreement which made clear that the overall debt obligation under it (if payments were made on time in accordance with the Schedule laid down) was £1 million plus £100,000, representing interest. Further, the statutory demand claimed £2.4 million (being the £2.3 million loan under First Agreement and the remaining £100,000 of the Loan under the Second Agreement), “plus all accrued interest” (which would include the £100,000 interest under the Second Agreement). I do not regard therefore the Respondents’ case below as falling within the principle that a creditor cannot rely upon a wholly different debt to that stated in the demand (see Bennett v Filmer [1998] BPIR 444 as relied upon by the Appellant and r. 10.9(e) IR 2016 and paragraph 12.2.2 of the Practice Direction: Insolvency Proceedings).[69]The issue is whether or not the requirements regarding detail to be given of any interest claimed in the statutory demand were complied with (see r.10.1(7) IR 2016). As a matter of technicality, it may be said that given the annexing a copy of the Second Agreement to the statutory demand and the terms of the demand itself, r10.1(7) Insolvency Rules 2016 was complied with as regards this element of interest.[70]However, it might be said that the demand was confusing. The order of DJ Sullivan allowed for the Vaziris to clarify what sums they were seeking. DJ Owen decided that it was clear that, after repayment of £900,000 (which it was common ground had been made) what was being claimed as regards the Second Agreement was the balance of the £1 million loan (being £100,000) plus the interest thereon of £100,000. As regards the extra default interest claimed of £549,589.04 the Judge did not permit that claim to go ahead. In my judgment he was entitled to come to the view that the Statutory Demand was sufficiently clear and not misleading as regards the £100,000 of interest claimed under the Second Agreement and that it was not unjust to allow the statutory demand to be relied upon in the context of a bankruptcy petition as regards that element of the claim, based solely on the terms of the statutory demand itself.[71]Even if I am wrong that the statutory demand was not defective, the relevant ground that would have to be relied upon to set aside the statutory demand on the basis that it was defective would be r10.5(5)(d): that is that “the court is satisfied, on other grounds that the demand ought to be set aside”. It is well -established that a defect in a statutory demand does not automatically mean that it will be set aside on this ground. The question is ultimately one of whether there is injustice to the debtor which requires the statutory demand to be set aside (see e.g. Re A Debtor (No 1 of 1987) [1989] 1 WLR 271 and Coulter v Chief Constable of Dorset [2004] EWCA Civ 1259; [2005] 1 WLR 130). In my judgment the District Judge applied the correct test of whether there was relevant injustice and the decision that he reached was one that was clearly open to him to reach.

Grounds 1 to 4: a substantial dispute?

[72]Ground 1 of the appeal grounds is that “the learned Judge erred in his application of the test for a ‘substantial dispute’ within r.10.5(5)(b) of the Insolvency Rules 2016 (“the Rules”).” It raises the case that the Judge erred in his application of the test for “substantial dispute” in r10.5 IR 2016. As developed in the skeleton argument of Mr Shaw KC and Mr Kessler, it is said that the Judge erred in principle in two respects.[73]First, it is said that in saying in paragraph [22] of his judgment: “Having read the commentary in Sealy & Milman on the determination of such applications, I think it is open to me to take a robust approach to the evidence” the Judge erred in applying a “robust approach” to the evidence.[74]As other appellate Judges have noted, in circumstances where, in particular, District Judges are dealing with a great many cases with limited time to prepare judgments, the court will be careful about reading such judgments too literally. I do not consider that the reference to a robust approach to the evidence displays any error of approach as a matter of law. Rather, I read it as saying that the Judge was considering whether the evidence showed that there was a real prospect of success of the defence to the debt being claimed (rather than showing e.g. a shadowy defence or an arguable defence that had no prospect of success).[75]The second criticism made by the Appellant is that the Judge referred to “having carefully weighed up the submissions and the evidence I have been taken to”. This, it is submitted, is “redolent of an assessment of evidence at trial” which shows a mistaken approach in law. I do not read it that way. It seems to me the Judge was simply saying that he had taken into account everything that he had been referred to in terms of the submissions and evidence. This displays no error of law or approach. Further, in considering whether particular evidence is incredible or whether it is evidence that does not raise a defence with a real prospect of success, the Judge did have to weigh or consider the Appellant’s evidence together with the other evidence in the case.[76]Grounds 2 to 4 of the grounds of appeal are different aspects of what goes to the heart of this appeal which is whether the Judge was wrong to hold that the Appellant had not raised a defence with a real prospect of success to the demand made on her for payment of the £200,000 under the Second Agreement. The Grounds are as follows: (1) Ground 2:
“The learned Judge failed to hold that the evidence of the Appellant’s husband as to what was agreed in February and March 2023 (“the February and March 2023 Meetings”) (i) was not capable of determination on an application to set aside the statutory demand and (ii) gave rise to triable issues as to whether the £200,000 debt claimed by the Respondents was extinguished or amounted to a cross claim within r.10.5(5)(a) of the Rules.” (2) Ground 3: “The learned Judge failed to sufficiently consider that the Applicant’s 2nd and 3rd witness statements qualified the statement made in her 1st witness statement that a debt to the Respondents was outstanding.” (3) Ground 4: “The learned Judge ought to have held that the agreements asserted by the Appellant to have been made in February and March 2023 Meetings were arguably plausible and supported by evidence and ought to have set aside the statutory demand on the basis that there was a substantial dispute based on oral agreements that require witness cross-examination to resolve.”
[77]The Judge’s reasoning in paragraph [16] of his judgment, which I have set out above, was that it was not credible to think that Mrs Zavarei would, at the time that she made her first witness statement, have “forgotten” the defence that was put forward in evidence by her and her husband following the order of DJ Sullivan that permitted her to clarify her defence.[78]The difficulty with this analysis is that it is not clear that Mrs Zavarei was saying (in her later witness statements) that at the time of her first witness statement she had forgotten that the Second Agreement had been varied. In other words, the Judge was inferring what her explanation was. As Mr Osman himself says in his skeleton argument, Mrs Zavarei was saying that the explanation as to her fuller evidence in her second and third witness statements was(a) the short time available to prepare evidence in terms of her first witness statement and(b) the absence at that stage of relevant Dubai records. The Judge’s inference was, in my judgment, one that could not be made on the documents and submissions before him and one that required a trial to be established. Furthermore, and probably because the witness statement is in her own words, the language of her witness statement is not always as clear as a lawyer might make it if drafting the wording him or herself. I do not therefore accept the District Judge’s characterisation of the first witness statement as being one carefully prepared by lawyers. What she appears to be saying (in her own words) is that in her first witness statement she was prepared to pay any small sum still due (not £200,000 which is what the Judge inferred that she was saying and which seems a not inconsiderable sum whether in absolute terms or in percentage terms of the total debt of £1,100,000). If and to the extent that her words could be read as meaning she accepted that the £200,000 was due, then this was an error which she clarified in her second and third witness statements. However, having “refreshed on matters” and on checking the underlying documents (the difficulties as to which she explained in her third witness statement) by the time of her second witness statement she believed no further sums were due.[79]In the circumstances it seems to me that it is not possible to say that what Mrs Zavarei clearly regarded as clarification and her explanation as to what she had said and meant in her first witness statement was “incredible” or such that there was no real prospect of believing the evidence of herself and her husband as to what had been agreed in 2023. In my judgment the whole issue of what she had said over time, what it really meant and whether and if so to what extent it undermined the evidence of herself and her husband were matters that needed to be explored in cross-examination. It was not right to say that her explanation was that at the time of her first witness statement she had simply “forgotten” what she had subsequently put forward in her second and third witness statements and, to the extent that she refers to having “refreshed on matters” it was essential to clarify in cross-examination what that meant in precise terms and how that fitted with her first witness statement.[80]As I understand matters and although not clearly set out in her witness evidence, it was submitted to DJ Sullivan that there were errors or at the least an absence of a full explanation which Mrs Zavarei wished to give and it was also explained that part of the problem had been the time pressures faced by the solicitors in dealing with three applications to set aside three different statutory demands within the 18 day window of service for doing so. It was not therefore a case of a new case suddenly coming out of the blue with Mrs Zavarei’s second witness statement. An indication of a need to clarify/correct had been made at an earlier stage, at her first hearing. In this respect I also note that Mr Osman accepts in his skeleton argument that Mrs Zavarei’s position is that her first witness statement in admitting small sums were still due under the Second Agreement was caused by time pressures (the 18 days to issue an application to set aside a statutory demand once served) and lack of absence to archived documents in Dubai.[81]I do not regard the fact that DJ Sullivan permitted further clarificatory evidence to be adduced by Mrs Zavarei as an absolute answer to the point taken that there had been a change of story which meant the revised version of events was not credible. I consider that District Judge Owen, as he indicated in the course of argument, was entitled to consider the entirety of the evidence put forward by and on behalf of Mrs Zavarei to consider whether it raised a defence with a real prospect of success and that included a consideration of the issue of the significance of the manner and circumstances in which the meetings in 2023 had come into evidence. However, I respectfully disagree with him as to his analysis of that evidence and his conclusion that the evidence regarding the 2023 meetings had no real prospect of success because it had not been set out in Mrs Zavarei’s first witness statement.[82]I would add that I take that view on the basis of the explanations that have been given as to why the 2023 meetings were not mentioned until the second witness statement of Mrs Zavarei the credibility of those explanations can only properly be judged following cross-examination.[83]There is more to it than that however, the credibility of the evidence regarding the 2023 meetings relied upon by Mrs Zavarei has to be measured not only against the manner and circumstances in which that evidence emerged (and in particular whether she “changed” her evidence and the reasons why she did so) but also regarding the other relevant factors that have to be considered.[84]First, the direct evidence of the meetings is given not by Mrs Zavarei (to whom the result of the meetings is said to have been reported) but by Mr Tabatabaei. It seems to me a strong thing to say that any credibility issues regarding Mrs Zavarei’s evidence necessarily impugn Mr Tabatabaei’s evidence and make it incredible such that there is no real prospect of it being found to be true. This is particularly the case given the following factors (in no particular order):(1) Mr Vaziri does not address the third meeting at all. He accepts the two earlier meetings took place but disagrees as to what the concluded position was but also agrees to a limited extent that there were at least discussions along the lines of what Mr Tabatabaei says was agreed.(2) If the Vaziris had been chasing for sums under the Second Agreement and, contrary to their case, the variations to that agreement alleged by Mrs Zavarei and her husband had not been agreed to and the Vaziris had lost confidence in them, it is difficult to understand why the Vaziris continued in a business relation with Mrs Zavarei, her husband and her company, as supported by contemporaneous evidence.(3) There is contemporaneous documentary evidence that certain elements of the business dealings between the Vaziris and Mrs Zavarei/her company which are said to have given rise to benefits to and/or obligations to reimburse of Mr Vaziri, did take place.[85]I should also explain that I do not regard the question of any “admission” in Mrs Zavarei’s first witness statement as being something that should be dealt with on the basis of whether it should be permitted to be withdrawn under CPR r14.5, as suggested in the skeleton argument of Mr Shaw and Mr Kessler. The question is simply whether that evidence is such that there is no real prospect of the subsequent evidence of Mrs Zavarei and Mr Tabatabaei regarding the meetings in 2023 being believed.[86]I also reject the submission that the Judge erred in not taking into account (in the sense that it did not help him) the evidence in relation to the alleged forgery of the Liquidation Novation Agreement. In my judgment at most that evidence (and the withdrawal of the demand in relation to the First Agreement and its subsequent changes) demonstrated that there was a possible case with a real prospect of success of establishing the forgery. The Judge could not decide whether or not there was a forgery and so, as I consider that he rightly held, that evidence did not assist him in assessing the credibility of either Mrs Zavarei or the Vaziris. However, it does seem to me that the Judge could have taken into account the fact that the Vaziris had served statutory demands which they later withdrew (in relation to the Joint Demand and the separate demand against Mr Eskici) and that the demand that they served on Mrs Zavarei did not rely upon the Liquidation Novation Agreement (which only emerged later in evidence) nor was it a demand by all the persons who were the creditors if the Liquidation Novation Agreement was valid. At the very least that cast some doubts on the credit of the Vaziris and was a further reason to consider that a trial with cross-examination as required to resolve the issue of what debt was due (if any) under the Second Agreement.[87]As regards Mr Osman’s submissions, he relies upon three pillars which, he says, demonstrate that the defence raised has no real prospect of success.[88]First, he says that if Mrs Zavarei thought no debt was owing by reason of the agreements, she says were reached in about mid-2023 then she would have said so in her first witness statement. Her later position that in fact no debt was owing by reason of those agreements was, he says, entirely inconsistent. The difficulty with this analysis is that Mrs Zavarei seems to be saying that (at the time of her first witness statement) she thought there was a small amount outstanding (even after the 2023 agreements) but that it was only after she was able to go through the relevant documents that she was able to identify there had been a complete discharge given the value of the use of the licence/sums of money paid to Mr Vaziri which were to be set off under the 2023 agreement.[89]The second point taken is an alleged absence of documentary evidence concerning the alleged 2023 agreements.[90]The first category of documents said to be missing is documents that acknowledge or refer to the 2023 agreement in terms. I accept that at present this is the case. However, there has not been disclosure (for example of communications between the Vaziris or more widely). I accept that this is capable of being a factor against the credibility of the defence now put forward. The question is whether it (alone or taken together with other items) is decisive such that the defence has no real prospect of success.[91]In this connection Mr Osman relies upon the no oral modification clause to suggest that the parties knew about it and would have recorded a variation in writing. Again, this seems to me a point for cross examination and submission after at trial, not a matter that demonstrates no real prospect of success. Of course, at a trial the Vaziris would be able to rely upon the no oral modification clause as a legal reason why any agreement in 2023 was of no effect and would no doubt be attacking the indicated position of Mrs Zavarei of an estoppel on that point (or a cross claim). In short, the Vaziris cannot rely on this appeal on the no oral modification clause point being something that, as a matter of law, prevented Mrs Zavarei from relying on agreements said to have been made orally in 2023. Their reliance on the clause as evidence that makes it unlikely an oral agreement was in fact made is a point they can rely on at trial, but it is not conclusive as showing no real prospect of success of the case that oral agreements were reached.[92]The second category of documents, being those relating to matters in 2018 when the main payments/benefits to Mr Vaziri are said to have been conferred/made, are said to establish nothing as they are simply past consideration. However, it seems to me that as a matter of law there is a real prospect of success in the argument that, in effect, these benefits/sums were matters that Mr Vaziri was required to reimburse/compensate for and that accordingly any consideration was not past. As regards the argument that there are no documents showing, in respect of such sums/compensation, repayment or reimbursement being chased for, again there has been no disclosure and it seems to me that the absence of such documents at this stage is not decisive. Mr Osman also relies upon the fact that, prior to 2023 and from 2018 onwards, there is documentary evidence of the Vaziris chasing for payment of sums under the Second Agreement and promises to make payments by Mrs Zavarei. He says such promises to pay are inconsistent with any sums being due from Mr Vaziri in 2018. The difficulty with this analysis is that it is only in 2023 that it is said to have been agreed that the benefits/payments conferred paid to Mr Vaziri in 2018 were agreed to be set off against the remaining sums due to be paid under the Second Agreement. It is not inconsistent with that position regarding the 2023 agreements that there is no evidence that before that set off was being argued, any obligation in relation to benefits conferred on Mr Vaziri apparently being an obligation of his rather than of Mrs Vaziri, contracting party under the Second Agreement. In addition, of course, it is not entirely clear to me to whom alleged obligations of Mr Vaziri were owed: e.g. to Mrs Zavarei or to her company.[93]The third category of documents relied upon is an absence of documents regarding visa sponsorship/salary in 2023. However, Mrs Zavarei accepts a number of matters that were to be provided to Mr Vaziri in 2023 were not so provided due to the withdrawal of Mrs Zavarei, her husband and her company from the ongoing relationship. That does not, it seems to me, demonstrate that the agreements relied upon as having been made earlier in 2023 were not in fact made. Mr Vaziri although denying (e.g.) that salary was paid to him, does not say anything in terms about the employment contract that has been produced.[94]The fourth category of documents relied upon are those relating to the business relations in 2023 which are said, by Mr Osman, to demonstrate business collaboration not loan repayment. I do not consider that these documents demonstrate that an argument to the contrary has no real prospect of success.[95]The third pillar relied upon by Mr Osman is an email sent by Mr Vaziri days after the second meeting (but apparently before the third meeting), indicating that at that point no agreement had been reached regarding any set off or substitutionary form of meeting the debt under the Second Agreement other than a cash payment. The difficulty with this reliance is that the email in question was sent before the third meeting at which Mr Tabatabaei says relevant agreement was reached. It does not seem to me to prove very much. Indeed, pointing the other way is that, until the statutory demand itself, there is no evidence of any demand being made for payment of the remaining £200,000 after the date of the third meeting identified by Mr Tabatabaei.[96]Mr Osman also relies upon subsequent chasing messages for payment of the outstanding debt under the Second Agreement, but again all sent before the alleged agreement in mid-2023. Again, it seems to me that such emails are far from conclusive as determining that the agreement alleged was made not at a later date.

Conclusion

[97]Standing back, I have to consider whether the defence to the demand put forward by Mrs Zavarei and Mr Tabatabaei, namely the agreements that they say were reached at the three meetings in 2023, is one that has a real prospect of success or not. In my judgment, considering all the evidence in the round, there are indications in both directions, but I do not consider that the position is so clear that it can be said that Mrs Zavarei’s case has no real prospect of success. It seems to me that there is clearly a triable issue.

The application to admit further evidence

[98]Although perhaps logically the first issue, I have left consideration of the Vaziri’s application issued on 24 February 2026 to adduce further evidence to the end. This is because, having gone through the exercise of explaining the way in which the case has developed and what the arguments are regarding real prospect of success, I can deal with the position more shortly.[99]The evidence sought to be adduced is, first, a copy of a bank statement of Mr Vaziri’s Emirates NBD account, which account is identified by Mrs Zavarei and Mr Tabatabaei as an account into which relevant payments were made that emanated from them or Mrs Zavarei’s company and which, under the variations to the Second Agreement said to be agreed in 2023, were to be set off against the remaining debt owed by Mrs Zavarei under the Second Agreement. The bank statement is dated 25 November 2025 and covers the period 18 July 2018 to 25 November 2025. The bank statement shows one deposit of £1,500 on 12 November 2018 and no other credits. The second piece of evidence is a further document, an Account Detail Confirmation, confirming the account to have been opened on 18 July 2018.[100]It is accepted that the principles in Ladd v Marshall [1954] 1 WLR 1489 apply and that the evidence should only be admitted if(a) it is shown that the evidence could not have been obtained with reasonable diligence for use at the trial (in this case the hearing before DJ Owen);(b) if the further evidence is such that, if given or admitted it would probably have an important influence on the result of the case and need not be decisive and (3) the evidence is such as to be reasonably believed. There is no dispute that the third condition is met. There is dispute as to whether the first two conditions are met.[101]I turn to the second condition first. In my judgment, the new evidence would not have an important influence on the appeal or the conclusion that I have reached on the material before me (leaving aside the new evidence).(1) First, it is important to note that it is no part of the Respondents’ case that the evidence has the effect of demonstrating that there must be a reduction in the sums paid to or benefits conferred on Mr Vaziri such that, assuming the Second Agreement to have been varied as asserted by Mrs Zavarei, any set off of remaining sums would not extinguish the debt otherwise remaining to be paid under the Second Agreement (i.e. £200,000).(2) Secondly, the payments identified by Mrs Zavarei as being paid into the relevant account (subject to what is said in(3) below) are only some of the benefits/payments said to be matters falling within the agreed variation to the Second Agreement. There is at the most a bona fide dispute regarding the others and the existence of those others would still support the existence of the agreed variations to the Second Agreement. (3) Thirdly, Mrs Zavarei has made the point about the difficulty of recovering records of her company to identify payments. Her evidence was not that money was definitely paid into the Dubai account in question but that payments “should be evident” from that account (and Mr Tabatabaei in fact also identified that Mr Vaziri had an Iranian back account and that payments may have been made there). Further, the cash payments referred to by Mrs Zavarei would presumably have been payments to Mr Vaziri in cash which Mrs Zavarei was assuming he paid into the bank account in question. In short, the bank statements do not resolve the issue of whether the sums said to be paid to Mr Vaziri, and which Mrs Zaverei believed were paid into the Dubai bank account but which appear not to have been, were paid elsewhere or in cash to Mr Vaziri.[102]In light of this conclusion, I do not need to deal with the first condition of Ladd v Marshall but for completeness record that I agree that it is not met for the reasons submitted by Mr Shaw and Mr Kessler. In brief:(1) The point first arose (as regards some payments to Mr Vaziri) in the second witness statement of Mrs Zavarei dated 20 October 2024 and not just in her third witness statement dated 24 December 2024. The evidence as to seeking the documents is based upon the point first arising in December 2024 and addresses the period after that.(2) Secondly, there is no independent evidence that the bank requires personal attendance to request/obtain the documents in question and no real explanation as why such personal attendance was only possible as late as it was. In particular, no correspondence with the bank is exhibited and the assertion of inability to travel is bare assertion with no detail.[103]Accordingly, I dismiss the application to adduce further evidence made by application notice dated 19 February 2026 (issued on 24 February 2026).

Overall Conclusion:

[104]I consider that Mrs Zavaei has a case with a real prospect of success that the Second Agreement was varied such that the remaining sum due, of £200,000, was to be discharged by crediting the payment of sums or provision of benefits (as identified by her in her evidence) to Mr Vaziri against such outstanding debt.[105]This conclusion remains the same even if the extra evidence sought to be adduced by Mrs Vaziri was to be allowed into evidence. Accordingly, I do not let that material into evidence and dismiss the application to admit it.[106]The appeal is allowed.[107]In circulating a draft of this judgment, I invited the parties to agree so far as possible the terms of an order to give effect to this judgment and to deal with consequential matters. I am grateful to the parties and their respective legal teams for producing an agreed draft minute of order. I make an order in those terms. The key points of the order are that the application to admit further evidence is dismissed, the appeal is allowed, the order below is set aside and the Statutory Demand is set aside. The Respondents are ordered to pay the costs both here and below. As regards costs, the basis of assessment and issues as to summary assessment/payment on account are adjourned to be determined on the papers once the papers have lodged written submissions in accordance with an agreed timetable set out in the order.