Mohammed Sarwar & Ors v Bilal Sarwar & Anor [2026] EWHC 2104 (Ch)

[2026] EWHC 2104 (Ch)

Case No CR-2025-MAN-001425

IN THE HIGH COURT OF JUSTICE

Venue BUSINESS & PROPERTY COURTS IN MANCHESTER

COMPANIES LIST

Venue Manchester Civil Justice Centre,, 1 Bridge Street West, Manchester M60 9DJ

Date handed down: 7 August 2026

Before

HIS HONOUR JUDGE STEPHEN DAVIES

SITTING AS A JUDGE OF THE HIGH COURT

Between

Mr Mohammed SarwarPetitioners

Mrs Robina KausarPetitioner

Mrs Shahelah AliPetitioner

Mr Bilal SarwarRespondents

Cambridge Hotel and Lodge LimitedRespondent

Hugo Groves (instructed by Mir Solicitors, Bradford BD5) for Petitioners

Paul Chaisty KC (instructed by Blacks Solicitors, Leeds LS1) for First Respondent

Hearing Hearing dates: 29, 30 June, 1, 2, 3, 13, 14, 15, 21 July 2026

Draft judgment circulated: 3 August 2026

APPROVED JUDGMENT

This judgment was handed down remotely at 10am on 7 August 2026 by circulation to the parties or their representatives by email and by release to The National Archives.

I direct that pursuant to CPR PD 39A paragraph 6.1 no official shorthand note shall be taken of this Judgment and that copies of this version as handed down may be treated as authentic.

…………………………………..

His Honour Judge Stephen Davies

Date 2026-08-07

[1]This is an unfair prejudice claim involving a breakdown in the relationship between the family members involved in a successful business. The members of the Sarwar family involved, who I shall refer to by their first names to avoid confusion, are the father (Mohammed), the mother (Robina), the eldest son (Shakeel), the daughter (Shahelah) and, on the other side, the younger son (Bilal).

[2]Mohammed and Robina built up, through relentless hard work, a successful hotel business at Clare Hill, Huddersfield known as the Cambridge Hotel, which was run through a limited company, the subject of this Petition and the Second Respondent (the Company). Over time the family business interests expanded and other hotel business and properties were acquired, one in particular being the Ibis Hotel, Bradford (theIbis Hotel), owned and operated by a subsidiary company of the Company known as Bradford PCH Limited (PCH).

[3]All three children have been involved in the family business from time to time, although:(a) Shakeel’s involvement has been both intermittent and significantly limited due to his substance addiction, which he has battled over many years;

(b) Shahelah’s involvement has been curtailed since 2006 following her marriage and having family but also since 2010 after taking over one particular guest house to run with her husband, with great success. Bilal has worked in the family business virtually uninterrupted since leaving school and, I am satisfied, was plainly the only obvious family successor capable of running the family business when Mohammed either retired or was no longer able to do so. Although I do not discount the hard work and involvement of Robina, post Covid she had stepped back from her previous level of involvement.

[4]Mohammed and Robina always wanted to provide fairly for their three children. Their view was that they could be trusted to do so fairly and that Bilal need not worry. However, over time, and particularly, post Covid, Bilal decided that unless his parents recognised his greater time and effort by giving him greater responsibility and rewards and by committing to making him their successor he would have to strike off on his own.

[5]In December 2022 Shahelah transferred her 25% shareholding in the Company to Bilal, leaving him and his wife (Ainy) (to whom that share was transferred) with 50% and Mohammed and Robina with the remaining 50%. There is a dispute about whether in fact this reflected an earlier transfer and, more pertinently in my view, whether it was only ever transferred on a temporary basis such that Shahelah is entitled to assert that she is entitled to have it re-transferred to her. That is a dispute which I shall have to resolve.

[6]However, neither that nor subsequent changes fully satisfied Bilal, who continued to believe that he needed more concrete entitlement. Matters came to a head in August 2025, when events which I shall have to consider in detail triggered what became an irreversible breakdown in the relationship between Bilal on the one hand and the rest of the family on the other and, in October 2025, these proceedings.

[7]Bilal’s essential case is that in August 2025 Mohammed and Robina finally accepted that it was time for them to divide the family hotel business, principally through Bilal taking the Cambridge Hotel and his parents taking the Ibis Hotel, this being achieved through Bilal receiving 100% of the shares in the Company and his parents receiving 100% of the shares in PCH. His case is that this was finally agreed between him and Mohammed at the Cambridge Hotel on 11 August 2025 (the division agreement) and that Mohammed then secured Robina’s agreement to it. His case is that effect was given to it by the production of:(a) a share swap agreement (the Share Swap Agreement), setting out the essential agreed terms of the division agreement and signed by all three of them;

(b) a standard J30 stock transfer form (the J30 form) signed by his parents transferring their shares in the Company;

(c) a minute of what was referred to as the board meeting between Bilal and Mohammed on 11 August confirming what had been agreed (the minutes). I shall refer to these collectively as the division agreement documents.

[8]He says however that within days, by 13 August 2025, most probably at the instigation of his siblings, his parents had second thoughts and sought to renege on the division agreement. He says that he was entitled to, and did, seek to hold them to the agreement. He says that in breach of the agreement in October 2025 they issued this Petition, claiming that what they say was the wrongful appropriation of their shareholding in the Company and their exclusion from the Cambridge Hotel business by Bilal amounts to unfair prejudice. Bilal says that the Petition should fail on the simple basis that the division agreement was made and concluded by the production and signature of the division agreement documents and that can be nothing remotely unfair in his seeking to hold them to it.

[9]Mohammed and Robina’s essential case is that whilst they did indeed experience relentless pressure from Bilal to satisfy his demands for concrete steps to be taken to reflect his entitlement to the business, both immediate and on their retirement, and whilst they did take certain steps to assuage his demands, they never agreed to divide the business in the way he says and that the division agreement he contends for was simply never made. They say that in wrongful reliance on the division agreement documents Bilal has wrongfully sought to appropriate their interest in the Company and to exclude them from the Cambridge Hotel business.

[10]Although there are other issues to be determined, it follows that the two fundamental issues to be determined are the genuineness of the division agreement and whether Shahelah is entitled to have her 25% shareholding re-transferred to her.

[11]If the division agreement is genuine and Mohammed and Robina have effectively and permanently transferred their shareholdings to Bilal, then it follows that they have no standing to bring this Petition and it must fail. The question is also one of substance. Mohammed and Robina cannot secure any relief under s.996 if the fundamental basis of their case, which is that their shares have been wrongfully misappropriated by Bilal, who has also wrongfully excluded them from the management of the Company, fails on the merits.

[12]Having considered the oral evidence of the witnesses, the expert handwriting and IT evidence and the contemporaneous and other relevant documentary evidence I have reached the conclusion that the division agreement was genuine, as are the Share Swap Agreement and the J30 form, and also that Shahelah has no right to have her 25% shareholding transferred back to her.

[13]The end result is that the Petition must be dismissed and that Bilal is entitled to declaratory relief to reflect the above findings.

[14]I set out my reasons in the following sections, whilst emphasising that:(a) the judgment has been produced and should be read as a whole; and

(b) I have not been able, nor is it necessary, to deal with each and every disputed issue along the way. B. The forged or fraudulently produced documents issue.

[15]There is an unusual feature of the way in which Mohammed and Robina have advanced their case which has caused them some difficulty at trial. In their pleaded case they did not admit that they signed the Share Swap Agreement or the J30 form. However, they did not plead a positive case that their signatures to these documents were either forged or otherwise fraudulently produced after the event and held out as genuine by Bilal. Nor did they plead a positive case that the documents themselves and, for that matter, the minutes, were not produced at the time but later as part of a fraudulent attempt by Bilal to rely on what he dishonestly asserted were genuine contemporaneous documents. I shall refer to these allegations as the signature falsification and the document falsification allegations and collectively as the falsification allegations for convenience. Nor did they plead that they were otherwise induced to sign the Share Swap Agreement and the J30 form in circumstances, related to Bilal’s conduct in obtaining their signatures to these documents, such as misrepresentation or undue influence, which would entitle them to have them set aside by the Court. Their witness statements were in the same essential terms as their pleaded case. They did not otherwise make it clear to the court or to Bilal’s lawyers during the course of the proceedings that they intended to advance the falsification allegations at trial. Expert handwriting and IT evidence, obtained on a single joint basis, which was directed to establishing or otherwise the genuineness of some or all of the division agreement documents, was produced late and has proved - essentially although not completely - inconclusive.

[16]In his written opening submissions Mr Chaisty KC for Bilal made clear that he would object to any attempt to advance a positive case of signature falsification at trial. I ruled on the first day of the trial that, if Mohammed and Robina wished to do so, it would be necessary for them to apply to amend to advance such a case. Mr Groves for the Petitioners therefore applied for permission later on the first day to amend the Petition to allege that their signatures on the documents must have been electronically cut and pasted by Bilal, albeit that– understandably given the evidence – it was accepted in the draft amendment that the Petitioners were unable to particularise a positive case as to how and by what means he had done so.

[17]The relevant principles as regards the difference between not admitting the authenticity of a document and alleging a positive case of falsification in relation to the document are helpfully set out in the judgment of Joanne Wicks KC (sitting as a deputy High Court Judge) in Lemos v Church Bay Trust Company Limited

[2023] EWHC 2384 (Ch)

. In her judgment she referred to two earlier decided cases, one of Norris J (Redstone Mortgages Ltd v B Legal Ltd

[2014] EWHC 3398

) and the other of the Court of Appeal (Eco3 Capital Limited v Ludsin Overseas Limited

[2013] EWCA Civ 413

), as well as adding her own analysis and observations. As she made clear in her judgment, there is a fundamental difference between a non-admission of authenticity and a positive case of forgery, and a party cannot advance a positive case of forgery through the back door of a non-admission of authenticity. If, during the course of a trial, a party seeks to assert or put in cross-examination a positive case of forgery, then if objection is taken the court must rule as to whether or not they should be allowed to do so in all of the circumstances of the case. If the court rules that they should not, then that case cannot be put in cross-examination or otherwise advanced at trial.

[18]After hearing submissions from counsel in relation to the application to amend, I refused permission to amend, largely on the grounds of the lateness of the application and the prejudice to Bilal if I was to allow the amendment at that late stage. In particular, I could not safely discount the possibility that, if Bilal had known that the Petitioners were going to advance a positive case based on his having dishonestly copied and pasted their electronic signatures onto the Share Swap Agreement and the J30 form, he would have prepared for trial differently. Thus, in addition to his counsel coming prepared to cross-examine the Petitioners and their witnesses on this basis, he may well have adduced further and more detailed evidence himself on these points and asked the single joint IT expert further or different supplemental questions. The lateness of the application made it impossible for him to do so without an adjournment, which neither side had asked for and which I would almost certainly have refused anyway.

[19]Whilst I understand the difficulty in pleading a positive case of falsification without a proper basis, and whilst I also understand that in this case the Petitioners and their advisers were placed in difficulties by the compressed timetable and the relatively late arrival of the single joint expert evidence, nonetheless it seemed clear to me that in truth the Petitioners’ case could only ever have been that there was no sensible basis for their signatures appearing on the Share Swap Agreement and the J30 form other than through forgery, either by wet ink or by electronic cut and pasting, or some form of fraud, such as misrepresentation of the documents. It follows that, if this was the case, they would need to put it to Bilal in cross-examination and, it followed, that needed to have been pleaded or flagged to him in sufficient time in advance of the trial for him to have the opportunity to deal with it.

[20]Having refused permission to amend, the question arises as to the effect of that ruling on this case.

[21]In Redstone Mortgages Ltd v B Legal Ltd the claimant did not admit that the defendant solicitors had made a report to the claimant lender in the form of a memorandum disclosed by the defendant apparently written by an employee of the solicitor firm, and served a notice to admit in respect of the report, but did not plead a positive case of forgery or lead any evidence seeking to establish that it was false. Despite this, counsel for the lender cross-examined the solicitor’s witness, in effect suggesting fraud, but counsel for the defendant did not object at the time.

[22]Norris J said this (at par. 58):

“The question is therefore whether any evidence as to the provenance of the document has been produced, and if it has then whether (although not countered by any evidence to the contrary) such evidence is on its face so unsatisfactory as to be incapable of belief. It is vital that the process of challenge is fair. Criticism of the evidence about the authenticity of the document cannot amount to a covert and unpleaded case of forgery. If a case of forgery is to be put then the challenge should be set out fairly and squarely on the pleadings (and appropriate directions can be given). If the charge is that a witness has forged a document (or has been party to the forgery of a document) and the grounds of challenge have not been set out in advance, then if the questions are not objected to the response of the witness to the charge must be assessed taking into account the element of ambush and surprise.”

[23]It is worth observing at this point that when Norris J was referring to the document being a forgery, he was referring to the whole document being a forgery. That is because in that case the document in question was a memorandum which had not been signed by anyone, least of all the other party.

[24]In her judgment at paragraphs 42 and 43 of Lemos Ms Wicks followed and endorsed that approach, referring to the overriding objective as well as to relevant textbook commentary. Although she also accepted that it was not always necessary or appropriate to plead an allegation of forgery, nonetheless she concluded that it is incumbent on the party who “wishes to make a positive case as to how the document came to be created, including any allegation that it has been forged, … to set out the allegation clearly in correspondence, either at the time of serving the notice to prove or at least in sufficiently good time to ensure that the challenged party has a fair opportunity to deal with it” (paragraph 45).

[25]In Lemos, the claimants had served a notice to prove the authenticity of two documents, the relevant one for present purposes being a 1982 letter, handwritten by one of the defendants and which bore the signature of the deceased father of the defendants, but did not plead or otherwise allege fraud. Objection had been taken to cross-examination at trial on the basis of an allegation of fraud, which in her judgment Ms Wicks upheld (albeit having pragmatically previously accepted an agreement between counsel at trial to allow cross-examination on that basis in case she was to reach the contrary conclusion). The result of the successful objection, she held, was that the claimants had not done any more than require the other party to prove the authenticity of the 1982 letter; i.e., in the words of Norris J in Redstone, to lead apparently credible evidence of sufficient weight that the document was what it purported to be (paragraph 49).

[26]In the circumstances, although here the Petitioners can and do continue to:(a) deny that Mohammed entered into any oral division agreement on or around 11 August 2025;

(b) not admit that the Share Swap Agreement or the J30 form were produced at that time or were signed by them; and

(c) not admit that the minutes are a genuine record of any meeting at that time, they are precluded from advancing a positive case: either (i) that Bilal or anyone else acting on his behalf has falsified their signatures on the Share Swap Agreement and the J30 form; or (ii) that the Share Swap Agreement, the J30 form or the minutes were fraudulently produced by Bilal or anyone else acting on his behalf after 11 August 2025 with the intention of putting them forward as documents genuinely produced at that time.

[27]Whilst it is true that my ruling on the amendment as put forward did not specifically refer to point (ii), because it was not part of the amendment application actually made, nonetheless:(a) it is obvious that the same point must apply, in that in my judgment there is no difference in law (see the reference to the Redstone case) between a whole document being forged and a signature on a document being forged, if the essential allegation is that both have been fraudulently produced after the event and dishonestly put forward as genuine;

(b) in the absence of an application to amend to plead document falsification, it is simply not open to the Petitioners to advance such a case in cross-examination or in closing submissions, and Mr Groves has properly not done so.

[28]Here, there is evidence from two witnesses as to the production of the relevant documents. Primarily, that evidence comes from Bilal, albeit he has produced copies of such documents rather than their originals, but also from his witness Mr Mohammed Abbas Iqbal (Mr Iqbal), who said that he was present when the documents were produced early on 11 August 2025 and assisted in their drafting, and who also said that he saw copies of the signed Share Swap Agreement and J30 form later that day. In accordance with my ruling, they were not cross-examined on the basis of putting a positive case of fraudulent falsification in relation to the production and signature of the division agreement documents. The credibility of their explanations as to how the division agreement documents came to be produced was, however, tested by focussed questioning. Bilal was also cross-examined on the basis that he was wrong in asserting that an oral division agreement had been reached or that he had met with Mohammed to discuss any such agreement on 11 August. Both were also cross-examined, forcefully, on the basis of their general lack of credibility and reliability.

[29]The question which I have had to consider is whether or not a successful attack in cross-examination and in closing submissions on these points would be sufficient? Applying the words of Norris J referred to above, it may be said that if the only evidence as to the production and signature of the documents comes from Bilal and Mr Iqbal, and their evidence generally is so unsatisfactory as to be incapable of belief, then that would appear to entitle the Petitioners to make, and if appropriate for me to accept, the submission that Bilal has not proved that the documents are genuine.

[30]However, to my mind the difficulty for Mohammed and Robina is that in the particular circumstances of this case there is really no room for any innocent explanation in relation to the Share Swap Agreement and the J30 form. In another case, if these documents had not been apparently signed by Mohammed and Robina, it might have been possible to argue that Bilal’s recollection of having produced these documents contemporaneously to reflect the prior oral agreement and then having given them to Mohammed and retained copies was simply a mistaken, but innocent, reconstruction of events, disproved by the general lack of credibility. Here, as the evidence shows, what appears to be their signatures appear on these documents. It is simply not possible to conceive of an innocent explanation for these documents having come into existence on or after 11 August 2025 and having been signed by them on or after 11 August 2025, which is consistent with Mohammed and Robina’s case. They have been unable even to identify a possible innocent explanation, but the only other explanation which they can advance, i.e. forgery, is not open to them.

[31]It would appear to follow from Redstone, in my judgment, that nothing less than a successful attack on the overall credibility of Bilal and Mr Iqbal will do in this case, but that this cannot proceed, expressly or by necessary implication, upon it being submitted to me or my accepting a submission, that the division agreement documents and their signatures on the Share Swap Agreement and the J30 form had been forged or otherwise falsely produced by Bilal.

[32]However, during closing submissions, having referred to the notes to CPR 32.19 in the White Book over lunch, I drew the attention of the parties to the decision of Joanna Smith J in Mitchell v Al Jaber

[2023] EWHC 364 (Ch)

, cited by the editors in support of the proposition that “in a case where the party seeks to rely on secondary evidence of the contents of the document (e.g. a copy), it is a matter for the court to determine what weight to give the secondary evidence. Ultimately, a fact sensitive, evaluative approach is required”. Although neither counsel took up the opportunity to file supplemental submissions on this point, having considered the judgment it seemed to me to be necessary to address it, given its potential importance to how I address this very significant issue in my judgment.

[33]In that case Joanna Smith J referred (at paragraphs 180 and 181) with apparent approval to the observations of Norris J set out above. At paragraphs 182 and 183 she also referred to authority on the question as to the assessment of secondary evidence such as copies of the original documents. Having referred to the decision of Jonathan Parker LJ in Springsteen v Masquerade Music Ltd

[2001] EWCA Civ 563

at [85], she concluded that an evaluative, fact sensitive approach should be taken. There is nothing, if I may so respectfully, which is controversial about this conclusion, which is cited not only in the notes to the White Book but also by the editors of Phipson on Evidence (21st ed.) at paragraph 40-04.

[34]It is the application of these principles at paragraph 270 onwards which caused me to refer counsel to the case. In this section she applied these principles to a number of the documents in the case where notices to prove had been served including, as relevant for present purposes, documents referred to as demand letters and a June 2010 letter which had been produced by certain of the respondents (identified in the judgment as the MBI Respondents). These she dealt with at paragraph 280, giving a number of separate reasons why she concluded that they had not been proved to be authentic, including – most pertinently for this case – that only copies had been provided without any good reason being given for failing to provide the originals, the generally unreliable nature of the first respondent’s (the Sheikh’s) evidence, the failure to provide metadata for the documents, common misspelling errors in documents produced six months apart, and the absence of evidence as to their provenance.

[35]She concluded, at paragraph 280(xv), that “these documents appear to be self-serving documents produced for the first time without explanation many years after they are said to have been signed. They contain various oddities which have not been explained by the MBI Respondents”. Importantly, she emphasised: “I should make clear, however, that I make no finding as to the circumstances in which these documents were created and no finding of forgery or fraud in relation to them. I need not (and absent a properly pleaded case of forgery I should not) go so far as to infer that these documents are not genuine. My determination that they have not been proved is dependent upon my analysis that the available evidence as to these documents is on its face so unsatisfactory as to be incapable of belief”.

[36]The editors of Phipson note that whilst the decision was overturned on appeal (Mitchell v Al Jaber

[2024] EWCA Civ 423

), that appeal did not involve any arguments or conclusions about the issue which I am concerned with.

[37]Notwithstanding what Joanna Smith J said at sub-paragraph 280(xv), it may be argued that it is an inexorable conclusion from her previous reasons that the only alternative conclusion to the documents being authentic is that they were deliberately produced after the event to support the MBI Respondents’ case, which in my view is tantamount to a finding of document forgery.

[38]I must confess to some reservations as to whether or not it would be open to me to reach a similar conclusion in this case, in circumstances where, as I have said, there is no room for any intermediate finding which does not necessarily involve both signature falsification and document falsification.

[39]It may be possible to distinguish the two cases because in this case, unlike in the Mitchell case, there is the additional factor of Mohammed and Robina’s apparent signatures appearing on the Share Swap Agreement and the J30 form. It may be argued that is not sufficient for Mohammed and Robina to succeed in persuading me that Bilal has not discharged the burden of showing that the division agreement documents are genuine unless they can also succeed in persuading me that Bilal has not discharged the burden of showing that their apparent signatures on the Share Swap Agreement and the J30 form are not genuine. It may then be argued that they simply cannot succeed on the latter without alleging and establishing signature falsification, which they are unable to do on the pleaded case.

[40]However, I am not convinced that this would be a proper basis for drawing a distinction. I understand why there may be good practical reasons for a too rigid application of the forgery rule in every case, including:(a) not putting a party into the quandary of having to make a decision between positively alleging forgery without sufficient evidence or losing the right to raise justified concerns about authenticity which may involve forgery at trial; and

(b) not circumscribing the ability of a trial judge to make a finding of non-authenticity even if that may implicitly, even if not explicitly, involve a conclusion consistent only with forgery, especially if that has not been put (or allowed to be put) to the witness(es) involved Since the Sheikh did not give evidence in the Mitchell case, that was not an issue in that case. . However, to my mind there are also strong objections against subverting the prohibition on cross-examining or alleging forgery without either pleading forgery, obtaining permission to cross-examine and raise it, or doing so without objection, by making a finding for that party on the basis that the other has failed to prove authenticity where the only other credible alternative is forgery.

[41]If I adopted the stricter course which I regard as correct, that is really an end of the case so far as the Petitioners’ challenge to the authenticity of the Share Swap Agreement and the J30 form is concerned. However, given that there is some uncertainty as to the correct approach, and given that I have received evidence and full submissions on the point and reached a clear view adverse to the Petitioners on all of the relevant evidence in any event, it will save the potential waste of time and cost if I did not set out my conclusions on this wider basis and if there was to be a successful appeal on the point.

[42]Finally, it is also convenient to record at this point that on the first and second day of trial Mr Groves also intimated an intention to rely on art. 14 of the Company’s articles of association, which prohibits directors from participating in decisions in directors’ meetings where they have an interest in the transaction or arrangement in question. However, this was not pleaded and, in the face of the same objection by Mr Chaisty KC for Bilal that the Petitioners could not argue this case without first making an application to amend, which would be opposed on the basis of lateness and prejudice, and after I had ruled that it would be necessary for such an application to amend, no such application was made. C. The correct approach to Shahelah’s claim.

[43]Shahelah’s claim as regards the 25% shareholding in the Company is a separate and distinct claim from that of her parents, in that she was not involved in any way in the events leading up to the alleged division agreement or the production and signature of the division agreement documents, and what she seeks against Bilal is simply the return of her shareholding.

[44]Her case is of course of potential significance, since mathematically, if Mohammed, Robina and Shahelah could all establish that Bilal must return their respective shareholdings to them, the end result would be that as a bloc they would hold 75% of the shares in the Company and, thus, could out-vote Bilal at any shareholders meeting. In contrast, if Shahelah succeeds but her parents do not, she would only be a minority shareholder, and she has not made a claim of unfair prejudice in that capacity.

[45]Shahelah’s claim was added by amendment. The essential pleaded case is as follows: “Following pressure on Mr Sarwar and Robina over several years from Bilal, Shahelah, on the request of Robina … agreed, in about December 2022 to transfer her share to Bilal temporarily on the basis that it would be returned to Shahelah following Bilal completing an investment (“the Shahelah transfer agreement”). Bilal then put Shahelah’s share in the Company in the name of his wife. The said share has not yet been returned to Shahelah and Shahelah maintains that she is entitled to the return by Bilal, (or to be procured by him), of her 25% shareholding in the Company” (paragraph 12). “For the avoidance of doubt, Shahelah never consented to gifting to or otherwise holding her shares in trust for Bilal and/or Bilal’s wife and the said transfer of her shares under the Shahelah transfer agreement was made strictly on the basis of assisting her brother Bilal temporarily in respect of an investment, the details of which she did not know” (paragraph 12a). “Further in breach of the Shahelah transfer agreement, Bilal has refused to return, and/or procure the return of Shahelah’s share to her (which he claimed to require temporarily for the purpose of making a deal with unnamed parties)” (paragraph 67a).

[46]She pleaded that this breach of the transfer agreement was conduct unfairly prejudicial to her interests of a member of the Company (paragraph 70a) and claimed a declaration to that effect and orders requiring the register of the Company and the file at Companies House to be amended accordingly.

[47]In opening submissions Mr Chaisty complained that there was no pleaded case that this agreement was made between Shahelah on the one hand and Bilal or Ainy on the other and that instead, consistent with the pleaded case that this was at the request of Robina, Shahelah’s witness statement only referred to assurances and guarantees given by Robina, not by Bilal or Ainy. There was no pleaded case or statement in evidence as to how Bilal might have been liable under this agreement or how what was said by Robina might bind Bilal. He summarised the position thus: “[Shahelah] transferred her shares outright and there is no pleaded case, or evidence advanced against Bilal, that he is in some way legally obliged to return the shares which were originally transferred to his wife and later transferred to him”.

[48]There has been no application to amend the Petition to plead a positive legal case as to how Bilal or Ainy could be liable for a breach of the transfer agreement or otherwise assert some legal basis for the return of her shareholding. This is in the context that she readily conceded that she has signed a stock transfer form for the transfer of her share to Ainy, so that as a matter of law she had validly transferred her share to Ainy.

[49]In closing submissions, I invited Mr Groves to clarify the basis on which Shahelah’s case was being advanced. He suggested that it could be advanced on the basis of a collateral agreement that the share would be returned to Shahelah once the objective for which it had been needed was satisfied or on the basis of some misrepresentation that Bilal only required the share temporarily. The difficulty with these arguments is that they have not been pleaded and nor was any basis for any such pleading identified, in the absence of evidence that Bilal made this statement or representation to Shahelah, which is not what Shahelah or Robina said in their witness statements. I do not consider that it would be fair to Bilal to rely on the evidence given by the Petitioners in their witness statements or in their oral evidence, even had I accepted it – which I do not – to allow her to succeed in a substantive claim of this nature.

[50]Mr Groves also submitted that the jurisdiction under s.994 was sufficiently wide and flexible to justify the grant of relief even if Shahelah could not assert or establish a substantive right. Even, however, if I had accepted that Shahelah only transferred her share to Ainy on the basis of some assurance by Robina that it was only to be temporary, and Bilal had given a similar assurance to Robina which had led her to say what she said to Shahelah, I am not satisfied that this would be sufficient for her to advance a case for relief under s.994 based on some informal shared understanding that the transfer was only ever intended to be temporary. The key point is that there is no evidence for an argument that Shahelah, when agreeing to transfer her share to Ainy and signing the Notice of Transfer to give that transfer effect, believed that everyone including Bilal knew that it was only ever a temporary transfer or that he had ever given any such assurance or made any such representation or was aware that this is what Shahelah believed.

[51]I accept that in principle it is sufficient for there to be unfairness, even if there is no basis for finding a breach of some legally enforceable agreement, where the conduct complained of is inequitable. I refer to the summary of the relevant principles by Patten J, delivering the judgment of the Court of Appeal in Grace v Biagioli & Others

[2005] EWCA Civ 1222

at pars. 60-61. However, there is a difference in my view between relying on an informal family understanding in the context, for example, of establishing a right to participate in the management of a company, and establishing a right to assert a substantive legal remedy, i.e. an order for the return of shares transferred under a signed stock transfer form. In my judgment nothing less than the latter will do so far as Shahelah is concerned in this case, because her claim is entirely separate and distinct from the claim which Mohammed and Robina make. D. My approach to the evidence.

[52]It will be apparent from the above that the determination of this dispute turns primarily on my evaluation of the facts, including a close examination of the contemporaneous documentation and an assessment of the credibility of the witnesses who gave evidence.

[53]The importance of the contemporaneous documentation reflects the fact that in a case such as this, where there is (generally) a stark divergence of evidence as between the Petitioners and their witnesses on the one hand and Bilal and his witnesses on the other, where many of the witnesses have extremely strong feelings about the family dispute and/or have strong affiliations to one of other of the protagonists, and where many of them were being asked about events going back over a long period, it is necessary for me as the judge to pay close attention to the contemporaneous documents (to the extent that they can be considered reliable) as a good indicator of what was actually happening at the time insofar as perceived by the parties and others.

[54]In this regard I refer and adopt with gratitude the observations of Cockerill J in Jaffe v Greybull Capital LLP

[2024] EWHC 2534 (Comm)

at paragraphs 195 to 201, where she made reference to cases frequently cited in this context, such as Gestmin SGPS SA v Credit Suisse (UK) Limited

[2013] EWHC 3560 (Comm)

and Simetra Global Assets Ltd v Ikon Finance Ltd

[2019] EWCA Civ 1413

[2019] 4 WLR 112

, as well as to a lecture given by Sir Andrew Popplewell to COMBAR in 2023, entitled “Judging Truth from Memory”. These are all pertinent to the current approach to fact-finding, especially in Business and Property Court cases, in relation to the importance to be placed on the contemporaneous documents and the approach to be taken to the reliability of witness recollection.

[55]I nonetheless bear in mind that the approach suggested in cases such as Gestmin and Simetra does not relieve the court of the need to make factual findings based on all of the evidence and, in particular, if the sworn evidence of a witness is to be disbelieved, why that is so (although that does not require a separate issue by issue treatment in a case such as the present, where there are a myriad of issues where the trial judge does not accept the oral evidence of the principal witnesses). I also bear in mind that the same approach should not necessarily apply with full force in non-commercial cases, where it is not to be expected that all of the detailed interactions would be recorded in documents: Martin v Kogan

[2019] EWCA Civ 1645

at paragraphs 88 and 89 (Floyd LJ, giving the judgment of the court). This is a case where all of these considerations apply to greater or lesser extent.

[56]I should also be wary of assuming that everyone who gave evidence in this case would have the same background knowledge as does a Business and Property Court judge from a relatively conventional background. In particular, I should not assume that they would have the same knowledge of financial, corporate and legal affairs as someone who has spent most of their professional life engaged in unpicking Business and Property Court disputes. Furthermore, every family dynamic is different.

[57]Finally, I am aware of the general undesirability of judges reconstructing events and making factual findings for which neither parties have contended, and which are not supported by the factual evidence of any of the witnesses, by reference to their assessment of the contemporaneous documents and the inherent probabilities. However, there are cases, of which this is one, where I am satisfied that almost all of the witnesses called, both the parties and otherwise, have given evidence which is fundamentally unreliable for various reasons and, in large part, is tainted by their strong beliefs and their reconstruction of events, often in concert with others. In such circumstances, it seems to me to be justifiable for a judge to make findings which provide a reasonable explanation for events where the factual case of either side is unconvincing and where the judge can and does identify reasonable grounds for reaching those conclusions. E. The witnesses.

[58]I have heard from each of the five family members involved, directly as parties or – in Shakeel’s case – indirectly. Although the evidence of Mohammed, Robina, Shahelah and Shakeel was all broadly consistent and diametrically contrary to the evidence of Bilal on the core issues in disputes, credibility is not – of course – a numbers game. Instead, as with so many family business disputes, this is a case where the only thing I can confidently be satisfied about is that none of the five family members are able to give a dispassionate non-partisan account of the key events, due to the strength of feeling which this case has engendered in all of them. I am satisfied that they are all fundamentally decent and honest people, even Shakeel with his history of drug addiction, including criminal convictions resulting from that addiction, but they have all given evidence which is in various respects internally inconsistent and unconvincing and which is also in many respects inconsistent with the undisputed contemporaneous documentary evidence, with other reliable evidence and with my own – suitably cautious - assessment of the inherent probabilities.

[59]Part of the problem is that, as is not uncommon with family owned businesses, over the years there are a number of different discussions about different things, where sometimes agreement is reached and acted on, on other occasions agreement is reached but not acted on and superseded by subsequent events, and sometimes no agreement is reached but one party come to believe that the agreement they wanted to be reached was reached and was acted upon or, if it wasn’t, that is only because of the duplicity of the other family member(s).

[60]I have also heard from one non-family member witness for the Petitioners and four non-family member witnesses for Bilal. I will refer to each briefly below. Some are helpful but none are decisive in favour of either the Petitioners or Bilal.

[61]I also received in evidence some further witness statements whose makers did not need to be called to give evidence, either because they simply produced some contemporaneous documents which were not disputed as genuine or who gave evidence which was not formally admitted but which was rightly regarded as being of insufficient importance to justify their being called.

[62]Finally, I received evidence in the form of reports and answers to questions from single joint experts in handwriting and in IT, neither of which were conclusive on the issues to which they were directed.

[63]In the circumstances, the safest guide, in accordance with the approach indicated above, is to place the most weight on the contemporaneous documentary evidence and the other reliable evidence, particularly the expert evidence, and then to have regard to the oral evidence of the parties where that is justified as well as my assessment of the inherent probabilities.

[64]It follows that there is no need to undertake a lengthy pen portrait of each witness. However, my overall assessment of each of them as individuals and as witnesses is of some importance to my assessment of the inherent probabilities, so that I will set them out here.

[65]By way of summary, the Sarwar family may be described as coming from a traditional South Asian family, although not so socially conservative a family that either Robina or Shahelah were expected to, or did, cease working entirely on their marriage or having children. Nonetheless, the evidence shows that both Mohammed and Bilal still believed that important decisions to do with the family business were best dealt with between them as the two men of the family who were fully involved in the family business. It is apparent that Robina and Shahelah did not entirely share this view of matters, but I am satisfied that until the 13 August 2025 they generally deferred to Mohammed in relation to family business matters.

[66]Mohammed is now 70 years old. He has worked hard to better himself and his family since leaving school in 1974. In my view he is not only a hardworking businessman but also a fundamentally decent man, with a traditional conservative approach to family life including a desire to provide for his whole family. The three employees called by Bilal all spoke highly of him as a good and generous employer. However, they also all supported the essential criticism of him made by Bilal, which is that he had allowed his desire to bring his elder son Shakeel back into management of the family business and his desire to assist the wider family, including relatives of Robina and Shakeel, to overcome the need to manage the business properly and professionally and, ultimately, to drive a wedge between himself and Bilal who, in reality, he knew was the only family member who could successfully drive the family business forward as and when he retired or died.

[67]I conclude that in the end he was unable to keep both Bilal on the one hand and the rest of his family on the other happy and, having decided under some pressure from Bilal to transfer the Cambridge Hotel business to Bilal on 11 August 2025, was pressured into changing his mind by the rest of his family and into convincing himself that he had never agreed to this division in the first place. His subsequent behaviour is compellingly described by Mr Amir Ahmed, who worked closely with him for ten years, as out of character and suggestive that he is operating under the direction of Robina and his elder children.

[68]In his evidence he found it almost impossible to accept what was obvious, which was that:(a) from 2010 onwards it was Bilal, and Bilal alone of his three children, who had committed to working full time and successfully in the family business;

(b) Bilal, approaching 40 years of age, was reasonably entitled to have that commitment and success recognised by concrete means which did not depend on whatever he and Robina might decide from time to time. He seemed to think that Bilal should be content to wait for their retirement or death on the basis that he could trust his parents to make the right decision for the whole family. It did not seem even to occur to him that in the absence of his and Robina making some formal disposal in their lifetime Bilal would have no guaranteed means of obtaining anything more than Shakeel or Shahelah, so far as ownership and control of the family business was concerned.

[69]Although his trial witness statement contained a signed statement that he had complied with PD57AC (trial witness statements in Business and Property Court cases), it plainly and flagrantly did not, being replete with argument, reference to documents and matters outside his direct knowledge. It also contained many words and comments which could only have come from lawyers – such as a paragraph 35 where he said:

“I realise it is a legal phrase but as explained to me I believe that the Company was a family company with the characteristics of a ‘quasi-partnership’. It was built by family members, run with family participation and founded on trust and mutual confidence”

. The fact that he did not understand what this really meant was evident when he said in cross-examination that he believed that Ainy had become a quasi-partner when she became a shareholder in 2022, even though his evidence, which was not contentious, was that Ainy never assumed any active role in the Company business and even though, on his case, it was only a temporary transfer of Shahelah’s share for Bilal’s convenience.

[70]One of the worst examples in his witness statement of reference to matters outside his own knowledge was paragraph 84, where he said that:

“There are WhatsApp messages from Ainy to Shahelah concerning the share transfer. I believe that those messages show Ainy herself was involved in communications about the shares and are consistent with the position that the arrangement was temporary”

. This was obviously comment on written communications to which he had not been a party or even aware of at the time and, to make it worse, was wrong in any event because the messages had nothing to do with whether the transfer of Shahelah’s share was temporary or permanent. When he was cross-examined about this, he attempted to argue the contrary, rather than admit what was plainly the case – which is that someone had put these words into his witness statement and he had no idea whether they were right or wrong.

[71]In a signed witness statement given to the police on 22 August 2025 to support a complaint of blackmail against Bilal, not only did he make a basic mistake as to when Bilal had been allocated a share in the Company (saying sometime eventually after 2012, when in fact it was in 2003), but also making what I am satisfied were unfounded allegations, such as:(a) Bilal “threatened” to ruin him financially, when there is no basis for such an allegation; and

(b) Bilal threatened Robina to make him give Bilal £140,000 to invest in an ISA, when it is obvious that all Bilal was doing was to persuade the family members to maximise their annual ISA contribution allowances.

[72]Robina is a strong and determined character who was also a relentlessly hard worker, although unlike Mohammed she never returned to work on a full-time basis after Covid. She shares the same essential views as Mohammed. It is – I am satisfied – not a coincidence that Mohammed finally agreed the division agreement with Bilal at a time when Robina was extremely unwell after undertaking major surgery. Although I find that she agreed and signed the documents at the time, once it became clear that Bilal intended to take a new broom to the family business and to restrict the power of patronage by Mohammed and herself to which he strongly objected, and once Shakeel and Shahelah discovered what had happened and put pressure on them both to take action to reverse it, she joined in with them and pressured Mohammed to change his mind. Again, she has convinced herself that she never agreed to this division.

[73]She had signed a witness statement which had many similarities with that of her husband and which it is even more difficult to believe could have been made by her in her own words, given that:(i) her first language is Punjabi and her command of English not as good as Mohammed’s;

(ii) she struggles to read, due to problems with cataracts and delays in receiving a date for surgery. Nonetheless, she insisted in the face of these difficulties that the witness statement was in her own words, subject only to some explanations and translations by her solicitor. I simply do not accept this evidence.

[74]In her statement to the police, she stated that:

“I believe he has threatened to destroy us all and have his brother Shakeel shot, although this was told to me by my husband”

. When she was cross-examined about this, she initially insisted it was true and that Bilal had said this to her. When she was challenged about that she stated that “I could be mistaken”, but she then gave evidence again that he had indeed said this to her. It was plain in my judgment that she was not giving reliable evidence on this point or indeed anything which is seriously disputed.

[75]Bilal is a complex character. He is 7 years younger than Shakeel and 6 years younger than Shahelah. He is clearly extremely competitive with and jealous of both, but Shakeel in particular. His abiding worry, which was not misplaced, was that what his parents really wanted was for Shakeel to overcome his addiction and rejoin the family business so that the two brothers could run it together for the benefit of the whole family once their parents retired. That hope and expectation was always misconceived, given the toxic relationship between the two brothers. Nonetheless Bilal’s fear that this would happen is what has lain at the heart of his determination to ensure that he received what he regarded as his fair share of the business before that risk materialised. To a lesser extent he is also jealous of what he believes – wrongly – was the preferential treatment given to Shahelah over him as regards various property transfers, leading him to minimise her involvement in the business in the early years and to exaggerate the extent of the financial support given to her when she and her husband acquired the Guest House in 2010. Nonetheless, after a few false starts, he committed to the family business and drove it forwards, especially since Covid, and until more recently working in what was undoubtedly a good business partnership with Mohammed. He is clearly a hardworking and successful businessman. In my judgment given this background there was nothing intrinsically unfair in the business division agreement he proposed, in the context of the history of the family business and the advancing age of Mohammed and Robina, which explains why Mohammed was willing to agree to it.

[76]He is, however, no more reliable as a witness than his parents. He made three witness statements in quick succession in late October 2025, in response to the Petitioners’ application for summary judgment / interim relief, which were – I am satisfied – largely produced by Mr Iqbal, as were various of his statements of case, including replies to requests for further information. They all contained many inaccuracies, some of which he withdrew during his evidence, such as his always implausible allegation that he had been a de facto director since 2003, and a particularly distasteful allegation that Shahelah had had marital difficulties, which he immediately withdrew when asked about and which I was not even sure he knew had been in his own reply to a request for further information made of him.

[77]More generally, his case and his evidence have changed on a number of important points during the proceedings. His case and his evidence about there having been an agreement about the division of the family business, including the transfer of Shahelah’s share to Ainy in 2010, was obviously wrong and was, in my judgment, based on an opportunistic desire to say that it was part of an overall agreement under which Shahelah was given the Guest House at extremely favourable terms – which he significantly exaggerated - at the same time. His evidence about the terms of the Share Swap Agreement having been agreed with Mohammed in various discussions leading up to 11 August 2025 is undermined by the absence of any documentary evidence or exchanges to that effect. His evidence about what happened when he met with Mohammed on 13 August 2025 has changed.

[78]However, this is not a case where his evidence was obviously far less reliable than that of the other family members. It is not a case where I can and do conclude that his evidence cannot be trusted on any important point whereas that of Mohammed, Robina, Shakeel or Shahelah can be. His evidence is supported in certain important respects by what I regard as reliable evidence from Mr Haider and Mr Ahmed, referred to below.

[79]Shahelah is an intelligent and capable woman, who believes that Bilal has selfishly taken what he wanted by pressuring or deceiving his parents and who has damaged the family to achieve his objectives. The tenor of her WhatsApp exchanges with Shakeel and Ainy illustrates the depth of her dislike and distrust of Bilal and her determination to do whatever is necessary to unscramble the transactions in question. She sought to downplay in cross-examination the extent of her involvement in persuading her parents to challenge the transfers, including by persuading them to make a complaint to the police and to instruct solicitors to take back control of the Company.

[80]She has also persuaded herself that what was a perfectly sensible decision to agree to the request of her parents to transfer her one share (representing a 25% shareholding) in the Company to Bilal or Ainy (given that she was only given that shareholding for tax purposes and could never have reasonably have believed that she had earned it through her work in the family business) was in some way only ever a temporary arrangement. I am satisfied that her motive to advance this as a separate claim is a tactical manoeuvre to seek to ensure that Bilal is limited to a 25% shareholding and, hence, had the Petition been successful be excluded from the management and control of the family business and his share acquired on favourable terms.

[81]Her evidence about the source of the finance to enable her to acquire a buy-to-let property was implausible in my judgment, when it was clear that her parents provided the deposit and that she was only able to obtain a mortgage because she was able to show dividend payable to her from the Company, even though she did not actually receive dividend. She was also unwilling to acknowledge the financial assistance she received in real terms from her parents to acquire and extend the Guest House, even though I do accept that she and her husband also had to obtain commercial finance to purchase the Guest House and that they have worked very hard to make it a success.

[82]Shakeel is someone who is conscious that he has wasted much of his life on drugs and would sincerely like to make a fresh start in the family business, but also still sees it as a ready source of funds and opportunities provided by his indulgent parents but, no longer, by Bilal. He has persuaded them to take on this litigation to protect his own interests.

[83]In cross-examination he exaggerated the extent of his participation in the family business over the lengthy period when he struggled with his addiction. He also, like Shahelah, sought to minimise the extent of his involvement in persuading his parents to challenge the transfer and take back control of the Company. He presented in court as a sensible and moderate witness, but that was undermined by the tenor of much of his intemperate and self-obsessed WhatsApp exchanges with Shahelah.

[84]The one relevant family member who was not called was Ainy, Bilal’s wife. The undisputed evidence is that she was born and brought up in Pakistan and moved to the UK to marry Bilal. Unlike Robina and Shahelah, she has never been directly involved in any way with business affairs, having had a large family of six children with Bilal and spending her time raising those children. Whilst she has been a shareholder in the Company, and whilst she has been a shareholder and director with Bilal of his other companies, there is no evidence that her involvement has ever been anything other than passive, again probably for tax reasons and doing as Bilal has asked. It is true that the WhatsApp exchanges between Ainy and Shakeel demonstrate that she can converse in English and not wholly ignorant of the family disputes in play in this case; however, her knowledge appears largely second hand. Even though Shahelah’s share in the Company was transferred to Ainy, she was not joined as a respondent to the claim, which is a reasonable indication of the Petitioners’ own view that she was a nominee for Bilal. Nor do the statements of case indicate that she could give evidence of any real relevance to the issues in this case.

[85]In the circumstances, I reject the submission made by Mr Groves that she ought to have been called as a witness by Bilal or that any specific inferences, which have not been identified with any precision, could or should be drawn against Bilal from his failure to do so.

[86]The Petitioners’ only non-family witness to be called was Mr Alam, the family accountant until his firm’s retainer was terminated by Bilal. It emerged in cross-examination that much of his evidence in his witness statement as to the financial affairs of the family and their businesses was second hand, because most of the detailed work had been done by his sister and not by him, which he did not reveal in his statement. His evidence as regards the key issues as to what he was told by Mohammed about the transfer of the 25% shareholding by Shahelah to Ainy and about the events leading up to and on 13 August 2025 was not in my view particularly compelling As regards the first, given the absence of any contemporaneous record or reason for him to recall the detail of a passing discussion with Mohammed in December 2022, I very much doubt that he could have had any real recollection of that discussion, especially since he accepted he had discussed matters with Mohammed before making his witness statement. That is especially since it was clearly intended to and did, if credible, support the Petitioners’ case on this issue. As regards the second, there was nothing of any great significance in his evidence, especially since his account of what Mohammed said when he visited later on 13 August 2025 is consistent with – as I find – Mohammed having already persuaded himself that he had been deceived, defrauded and disrespected by Bilal. He clearly had a motive to support Mohammed, with whom he has been friends for 50 years, and a reason to hold a grudge against Bilal, one of whose first acts in August 2025 was to remove his firm as Company accountant. In short, I did not find his uncorroborated evidence particularly independent or reliable.

[87]Mr Iqbal was in many ways similar to Mr Alam. Over the years leading up to the key events of summer 2025 he came to exercise a strong personal and religious influence upon Bilal and to provide general legal, accountancy, financial and business advice to Bilal upon which Bilal heavily relied. He has taken Bilal’s side from the outset in the battle with the rest of the family post 13 August 2025 and, indeed, had suggested various strategies to deploy against Mohammed and Robina’s advisers which showed that he regarded it as something of a war. In the circumstances, I am unable to treat him as a measured or independent witness. Nevertheless, I did not consider that he was an obviously dishonest or hopelessly unreliable witness on key factual issues. In particular, his evidence as to the nature and extent of his involvement in the production of the Share Swap Agreement, the J30 form and the minutes seemed to me to be mostly credible.

[88]Bilal called three Cambridge Hotel employees: Basharat Ali; Waleed Haider; and Amir Ahmed. Mr Ali had little of any real importance to say and, I accept, appears to be a long-time friend of Bilal with a motive to support him. I am inclined, albeit with suitable caution given the absence of direct corroboration, to accept what Mr Haider, until recently a weekend night manager at the Cambridge Hotel, said about his key evidence about seeing Shakeel take some papers from the filing cabinet, which may well have been the original division agreements. I found Mr Ahmed, the manager of the Cambridge Hotel since 2018, to be a thoughtful, fairly non-partisan and reasonably reliable witness, although most of his evidence in his witness statement was directed to events after 13 August 2025 which are of less relevance to this case that earlier events. F. Fact finding chronology

[89]I will now set out my findings in relation to the key disputed factual issues by way of a chronological analysis, which takes into account the relevant documents and my conclusions as to which evidence I prefer and why. I will not waste time in addressing disputed issues which are of no direct relevance to my decision on the key issues in dispute.

[90]Mohammed and Robina married in 1977, and their three children duly arrived: Shakeel in 1979; Shahelah in 1980; and Bilal in 1986.

[91]In 1993 Mohammed and Robina purchased the hotel premises at Clare Hill, Huddersfield and began operating the Cambridge Hotel business in partnership. The premises were registered in sole name of Mohammed whereas the business was shown as an equal partnership, but their evidence was that they always believed that the premises were equally owned as well. As I have said, they both worked very hard to make the business a success and expanded the hotel by acquiring adjacent land and building extensions in around 2000 and 2010.

[92]In 2003 the Company was incorporated and took over the partnership business. By this time all three children had been working in the business from time to time. However, Shakeel’s involvement was limited by his addiction, Shahelah was still a full-time student, and Bilal was still at school. There has been a vigorous dispute about who did what jobs and over what period at this stage, but I do not consider that this is of more than the most marginal relevance to the issues I have to determine, of which the most important relate to events over 20 years later. I am satisfied that Mohammed and Robina expected their children to help out in what they plainly regarded as the family business as and when they could, and that at different times each of the children was able and willing to do different things.

[93]What is of most significance is that the annual return for 2004 shows the directors as Mohammed and Robina and they, as well as Shahelah and Bilal, holding each of the four issued ordinary shares in the Company. The only reason for Shakeel not also being made a shareholder is that he was already regarded as unsuited due to the problems caused by his drug addiction. Neither Shahelah nor Bilal were regarded as being appropriate to have a directorial role, which is not surprising given their age and lack of experience. As I have said, the idea that Bilal could have believed that he was a de facto director from this point onwards is ludicrous.

[94]There is no hard evidence as to why Shahelah and Bilal were made equal shareholders. Bilal said in cross-examination that he did not even think he was aware that he was a shareholder at the time and nor did he think that Shahelah did either. I accept this evidence. I find that it was Mohammed and Robina’s decision for purely financial reasons to make them shareholders, rather than due to any express inter-family agreement that they had a genuine equal stake in the Company alongside their parents. This is consistent with the evidence that dividend was declared and shown as paid to all shareholders but re-invested into the Company, which discharged any individual tax liabilities arising from the declared dividends. This is also consistent with the evidence that in 2004 two buy-to-let properties were acquired in the name of Shahelah and Bilal respectively, in circumstances where I am satisfied that neither had the funds nor income to fund a deposit or mortgage, whereas being able to show an entitlement to significant annual dividend payments would have enabled them in obtaining a mortgage in their own name.

[95]Nonetheless, I am satisfied that these were valid allotments, and there is no pleaded or other basis for a finding that either Shahelah or Bilal held their shares on trust for Mohammed and Robina. Instead, this was simply part of the pattern of building up the family business interests, where – at this stage at least – Mohammed would have regarded himself as being the person who would make the ultimate decisions, albeit in consultation and agreement with Robina. He may well have believed that his children would obey his wishes, so that for example if he had asked them to transfer their shares to someone else, they would have obeyed him. However, he had no legal right to do so. I find that after 2010 Shahelah would still have followed her parents’ wishes in that respect, given the assistance they had given in setting her up in business with her husband, whereas so far as Bilal is concerned, I have little doubt that from 2010 onwards he would been increasingly disinclined to do so, regarding it as an advance instalment on his eventual recognition as an equal shareholder with Mohammed. Equally, however, insofar as Bilal alleges that the 2004 arrangements reflected an early conscious decision to divide the Company and property assets between the four family members, I do not accept that submission.

[96]In 2006 Shahelah married her husband, Balal, and moved to Manchester, after which she was no longer able to work in the Cambridge Hotel, for geographical reasons as well as her starting a family. At some stage between 2006 and 2010 she returned to live in Huddersfield with Balal.

[97]By this time Bilal had left school. He started a course in Manchester, but it was not long before he returned to Huddersfield and started working on a more or less full-time basis in the family business. The alleged 2010 agreement.

[98]In 2007 the Company acquired an existing bed and breakfast property in Huddersfield known as the Ellasley Guest House (the Guest House) which Bilal started to run by himself. This was obviously, I find, a way for him to gain experience in running a hotel business by himself, albeit again (I am satisfied) one which was never intended to be anything other than a family asset. Complaint is made against him that it was not a success, due to his spending more time and effort running various accident repair and car hire businesses from the premises than on running the hotel business. I do not have the material to make detailed findings about this, and nor do I need to, but even Bilal in one of his statements admitted that he had started a small accident management sideline, and I am satisfied that this did show that at this early stage Bilal was not necessarily convinced that his future career path lay in working full-time in the family hotel business as directed by his father. Nonetheless, in 2007 he acquired another buy to let property – I am satisfied in essentially the same circumstances as in 2004 – and by April 2008 he had married Ainy and she had moved in with him to his parents’ house.

[99]The first significant dispute concerns the events of 2010, when the Company sold the Guest House to Shahelah and Balal under an asset purchase agreement which provided for £300,000 for the property, £27,876 for goodwill and a nominal £1 for fixtures and fittings and stock. It is only an issue because Bilal contends that this was effectively a gift to them from Mohammed and Robina and reflected an agreement under which they would run the Guest House as their own business, he (Bilal) would continue to work with his parents in the existing Cambridge Hotel business and in return for this gift Shahelah’s share in the Company would be transferred to his wife Ainy, to reflect the equal partnership which would then subsist between his parents on the one hand and him and Ainy on the other. For short, I can refer to this as the alleged 2010 agreement.

[100]Bilal’s immediate difficulty is that there is no contemporaneous documentary evidence which supports the existence of this alleged 2010 agreement. There was no amendment to the shareholding as recorded in the filings at Companies House and, to the contrary, dividend was still shown as being allocated to Shahelah, albeit that it was still not paid and re-invested as before. If he is right, there is no good reason why instructions would not have been given to the Company accountants to regularise this transfer.

[101]I accept that there are reasonable grounds for believing that the sale to Shahelah and Balal involved some element of gift, by reference to the evidence about the initial acquisition and refurbishment costs. However, there is no evidence that the valuation for Yorkshire Bank was not part of a genuine funding arrangement or that the Company paid the loan repayments for Shahelah (which Bilal does not even allege in his witness statement). I find that in accordance with his usual practice Mohammed would have provided as much as he could from family business profits at the time, and was willing not to require these to be shown as a loan in the respective company accounts because he was happy for them to be a disguised gift, but I also accept Shahelah’s evidence that she and her husband have worked hard to expand the Guest House business and that they have done so by raising funding themselves as well as, to some extent as shown by the bank statement, loans from the Company albeit which they have mostly repaid. In short, I accept that this has become essentially their own business and that they have made a success of it.

[102]From 2010 Bilal worked predominantly at the Cambridge Hotel. He was made a co-signatory on the Company bank account; he says to reflect the 2010 agreement. However, Mohammed and Robina say it was purely for convenience because they were planning to go on Hajj and someone needed to be a signatory in their absence. I accept that it reflected their trust and confidence in Bilal however, as Mr Groves pointed out in cross-examination, since Mohammed was still only 53 years old at the time it is not credible that this was the start of an agreed retirement / succession plan, whether by reference to the alleged 2010 agreement or otherwise.

[103]As I have said, the Cambridge Hotel was being extended from 2010, and in 2012 a separate limited company, Bar Rosa Limited, was incorporated to enable Bilal to run a bar and restaurant at the hotel. In my judgment what this shows is that Bilal was being given and took the opportunity to carve out a new role as part of the expanded Cambridge Hotel business and that the shared expectation was that if he made a success of this role and committed himself to the family hotel business then he could expect a more significant role and rewards, in circumstances where Shakeel was still unable to be involved and where Shahelah was no longer directly involved.

[104]I do not, however, accept his case that any firm agreement along the lines he contends for was reached in 2010. He may well have believed that this is what would happen, but that is very different. Indeed, under cross-examination, what he said was that in 2010 his parents “made a promise to me that: "Your sister is set up, and you are going to be managing this [i.e. the Cambridge Hotel], and this will be yours one day. You are young, you are newly married, it is not going to happen tomorrow. Be patient, work hard and we will get it done”. In short, this was a promise, but a future conditional promise, not a contractually binding agreement. 2012 to 2020.

[105]In 2012 Mohammed granted a 10-year lease of the Cambridge Hotel premises to the Company at an annual rental of £162,000 p.a., which no-one has suggested was not a rack rental. Bilal does not contend that he was involved in this decision and I am satisfied that this is because he still did not have any involvement in the high-level management of the Company.

[106]In 2014 and in 2015 Bilal purchased two more buy-to-let properties again, again funded as I find from family company In the absence of hard evidence about the precise source of these funds, I am referring to funds being provided by Mohammed either directly from the Company or indirectly from monies received from the Company or other family assets, in the sense used above. monies in the same way as previously. Bilal stated in cross-examination that as regards the first, a property at Kaffir Road, his parents provided the deposit of £68,000, initially as a loan but then converted into a gift. They provided the monies to refurbish the second, I am satisfied, on the same basis. This supports my conclusion that Bilal was receiving benefits from the family company on the basis that by this stage his relationship with his parents was good and that, as far as all were concerned, he was fulfilling the hope and expectation that they could trust him to be a full and effective part of the Cambridge Hotel business.

[107]In 2016 Bilal and Ainy and their rapidly expanding family subsequently moved to the Kaffir Road property.

[108]In 2018 Bilal was appointed a director of the Company. I accept that this reflected his growing involvement in the business and the increased trust and responsibility which Mohammed placed on him, but there is no evidence that any specific agreement or arrangement about his having any increased equity in the Company was reached at this time. Bilal had pleaded that he had been a de facto director from the date of incorporation of the Company, but that is plainly not the case and in cross-examination Bilal readily admitted as much. How he came to sign off his defence containing this as a positive case is a mystery; it is part of the pattern where all the family members have been liable to make sweeping statements in their statements of case or witness statements which cannot be justified. The impact of Covid and the position by 2022.

[109]The Covid outbreak of 2020 had a significant impact, not so much on the hotel business – because by this stage a significant proportion of the guests were being placed and paid for by local authorities as part of their statutory housing duties – but on Mohammed and Robina. Both stopped physically attending the Cambridge Hotel for around a year, with the result that Bilal effectively ran it single handed over this period and did so successfully. This was obviously a significant change in Bilal’s role. Although I accept that Mohammed returned virtually full time afterwards, and that Robina still also attended from time to time, there was clearly a shift in the power dynamic because, whilst Mohammed undoubtedly assumed that things had just returned to normal, Bilal believed that there had been a permanent and irreversible change so that he had become effectively the principal manager, and he continued to undertake many of the more significant tasks and that enabled Mohammed to start early as previously but then to leave early to visit the mosque and return home. In other words, he was not retiring but he was winding down the extent of his previous role because he was satisfied that Bilal could be trusted to take over.

[110]Bilal said that Mohammed’s role post Covid was very much limited to running the breakfast operation, which was always what he particularly enjoyed and was good at, and after looking at emails and chatting to the managers he would leave for the mosque. This is in my view an exaggeration, because I have no doubt that Mohammed was still involved with Bilal in making important decisions.

[111]The problem was that post Covid Bilal began to see himself as the primary decision-maker. This inevitably led to conflict with Mohammed, who saw the two of them as equal partners but where he, as the father, had the final say. This became a source of running conflict, because Bilal was keen to expand the business to take advantage of the opportunity to fill hotels with guests funded by the local authorities, whereas Mohammed was more cautious and would exercise his right of veto which, in practice, meant that nothing could happen.

[112]Bilal became increasingly unwilling to accept this. He also believed that unless his new de facto position was formalised in some way which could not be reversed, he would always be vulnerable to Mohammed bringing Shakeel back into the business and giving him an equal shareholding to his 25%.

[113]It was in those circumstances that in 2021 Bilal became interested in striking off by himself, at least in part, and acquiring a hotel in Walsall which was on the market at the time. It appears that Mohammed and Robina went to see the hotel with Bilal. They sought to dissuade him from pursuing the project, on the dual basis that, first, they did not think that it was a good business opportunity and, second, they were worried about losing contact with Bilal and his family if they moved to the West Midlands. Without family support Bilal would not have been able to raise the funding needed to secure commercial funding for the project and by late 2021 he had abandoned the project. I have no doubt however that Bilal became ever more determined either to secure an equal interest in the business or to strike off on his own and acquire his own hotel. I also have no doubt that Bilal did not hesitate in making his views known and that Mohammed and Robina became increasingly aware that they could not rely on Bilal to be the dutiful son who would simply continue to work for the family business under the benevolent control of Mohammed or be satisfied with awaiting their decision in due course as to how and in what way they would choose to make what they regarded as an equitable provision for all of their children.

[114]It is understandable that Bilal found this situation unacceptable. Mohammed and Robina always hoped that Shakeel would rid himself of his addiction and join them in the family business. Bilal perceived this as Shakeel being the prodigal son in waiting and, as the younger son who had devoted the last 15 years to working in the family company, found the prospect of having to work in partnership not only with his father but also his errant brother intolerable, especially if that meant Shakeel receiving an equal share in the family business as him. Seeing Shahelah and Balal doing well in expanding the Guest House as their own business cannot have helped. I am satisfied that as he believed he was at risk of being supplanted by Shakeel and not receiving any concrete reward for what he had been doing for the family business since 2006. However, his parents were either unable or unwilling to see his point of view or prepared to take any concrete steps to address his demands, instead reassuring him that they would ensure that everything was resolved fairly in due course.

[115]Having regard to the above, I am satisfied that:(a) by 2022 Bilal was in an open state of revolt against a continuation of the existing state of affairs; and

(b) over time, as a result of his incessant pressure, Mohammed and Robina came to accept, albeit reluctantly, that they would have to take some steps to assuage his demands, otherwise they would have no peace and would run the risk of his simply leaving them in the lurch to run the Cambridge Hotel with no help from any of their children, in circumstances where Bilal was the only one who was able to run it. This, I am satisfied, explains the events of 2022, 2023 and 2024 to which I now refer, and which are best explained as a series of events by which Bilal gradually secured agreement and action by Mohammed and Robina to his obtaining greater financial security and his proposals for the continued expansion of the family business.

[116]The first event was that on 6 June 2022 Mohammed transferred the Cambridge Hotel premises to himself and Robina to hold as tenants in common in equal shares, by means of a simple Land Registry TR1 form which stated that the transfer was not for any money value. This was plainly drafted by solicitors but was not registered at HM Land Registry, for reasons which have not been explained but are – I suspect – probably to do with stamp duty or some other tax saving measure.

[117]The second event was that on 21 July 2022 valuers valued the Cambridge Hotel for commercial lenders in connection with a proposed loan to Mohammed. In the light of subsequent events, I am satisfied that the reason for this was because Mohammed had already agreed with Bilal to do two things to assuage his continued demands, being:(a) first, to give Bilal some security by transferring the freehold of the Cambridge Hotel to him; and

(b) second, to give Bilal equal ownership of the Company by transferring Shahelah’s 25% shareholding to Ainy (who, it was understood, would hold it under Bilal’s direction). There was also a discussion and an agreement that at the same time the Company would fund the acquisition and residential development of land which would be held by Mohammed and Robina. It was believed at this stage that it would be necessary to borrow against the Cambridge Hotel to finance these developments.

[118]Although the above is in part my reconstruction on the balance of probabilities of what actually happened, rather than the positive evidence of either of Bilal or Mohammed, this is the first example where I am satisfied that the true position is different from the explanation given by either, because neither is willing to accept any version of events which might undermine their respective cases. However, it explains why, on 20 September 2022, two new companies were incorporated. The first was a company known as Cambridge Hotel and Real Estate Ltd (CRE), with Mohammed and Robina as directors and shareholders. The second was a company known as Edgerton Real Estate Limited (Edgerton), with Bilal and Ainy as directors and shareholders.

[119]Bilal’s evidence in his witness statement, which is not challenged, is that at this time the Company funded the acquisition of land for residential development at Sunbridge Road, Bradford (Sunbridge Road), for £600,000, and subsequently funded the costs of development works and obtaining planning permission to develop it into around 104 apartments. He says that the intention was that this would always be his parents’ development, although he also says that it was part of the anticipated division agreement.

[120]I accept that the intention was that this was intended to be Mohammed and Robina’s development, but not that it was part of some further anticipated division agreement. There is no compelling evidence that at this time there was any agreement in principle that there would be a split. I am satisfied that Bilal is presenting it in this way because of his desire to show that from 2010 onwards this was always the agreement, which I have rejected. Instead, I am satisfied that Mohammed and Robina were still hoping that family unity would be preserved, and that a good way of ensuring this was for Bilal having the freehold interest in the Cambridge Hotel as well as an equal shareholding in the Company but they were also getting something in return.

[121]Bilal’s evidence as to whether his parents’ ownership of Sunbridge Road was immediate (as in fact it was through their ownership of CRE) or conditional upon the final separation agreement has fluctuated both before and at trial. I reject his evidence about the formation of Edgerton and CRE as well as the transfer of Shahelah’s shareholding as an attempt to support his case in relation to a division agreement having already been reached at this point. Instead, I am satisfied that in fact there was a series of separate discussions, agreements and developments, which reflected an ongoing process which did not have any ultimate agreed conclusion. Was Shahelah’s transfer of her shareholding to Bilal / Ainy intended and agreed only to be temporary?

[122]In my judgment the most reliable contemporaneous documentary evidence is a loan facility letter to Edgerton from the Co-operative Bank (Co-op) dated 22 November 2022 for £1.5 million to purchase the Cambridge Hotel which, although it was not taken up in the end, does indicate what the intended purpose of incorporating Edgerton was to be, i.e. for Bilal to acquire the Cambridge Hotel premises. The terms of the facility are also relevant to the Shahelah shareholding issue. That is because they make clear that the Co-op:(a) was aware of the intention that the Company should continue to run the hotel business;

(b) was aware of the existing ownership structure of the Company, including that Shahelah held a 25% shareholding;

(d) required personal guarantees from Bilal and Ainy, supported by a charge over their personal dwelling, as well as corporate guarantees and debentures from Edgerton and the Company;

(e) required a postponement of Mohammed and Robina’s directors’ loans from the Company. That this proposal was still in play at the time of the transfer of Shahelah’s share is confirmed by the fact that in January 2023 valuers provided a valuation for the Co-op in relation to the proposed transaction and that a revised facility letter was subsequently sent by the Co-op.

[123]I accept that these terms provide support for Shahelah’s case that the reason for her transfer of her shareholding in the Company on 20 December 2022 related to this proposal. However, that being the reason does not of itself answer the question as to whether she only agreed to transfer her shareholding on a temporary basis.

[124]A difficulty with the credibility of the Petitioners’ evidence generally on this point is that they have all connected the transfer with Bilal’s wish to obtain this loan to fund his purchase of the hotel at Walsall. However, the evidence produced by Bilal which, albeit in the form of an AI generated response to a question by him, does cite independent sources for this response which have not been challenged, indicates that the Walsall hotel had already come off the market by early 2022.

[125]I am satisfied that this valuation was in fact connected with the agreement that he would purchase the freehold of the Cambridge Hotel from Mohammed, hence his need to secure funds by borrowing on the security of the property.

[126]Whilst this may reasonably be explained as simple error, the fact that all of the Petitioners made the same mistake as, even more surprisingly, did Mr Alam, demonstrates in my judgment that their evidence in relation to this has been the subject of mutual discussion and reconstruction.

[127]Mohammed gave graphic evidence that he was present when various finance-related people visited the Cambridge Hotel and “raised questions about the ownership of the Company and the Hotel Premises”. He says that “when it was explained that Shahelah had a 25% shareholding, there was a visible reaction from those attending as if it was news to them. I believe that the fact that Shahelah owned shares in the Company caused difficulty for Bilal's plans”. Robina’s evidence is that, to deal with this problem, Bilal put pressure on Robina in Mohammed’s absence to agree that Shahelah’s shareholding should be transferred to him on a temporary basis to enable him to proceed with the development. She says that finally, reluctantly and in order to avoid a family problem, she contacted Shahelah and persuaded her to agree to sign a stock transfer form prepared by Bilal on the basis that it was only a temporary agreement, which is what she did, although she does not say – and neither did Shahelah in her witness statement – that it was explained to her that this was Bilal’s idea and he had agreed that it would only be temporary. Shahelah supports this version of events, although she does not say that Bilal gave this assurance to her and relies only on what she says Robina told her. She says that she only complained to Robina that Bilal had not returned the shares in late 2023 when she heard people saying that Bilal owned the hotels.

[128]Bilal accepted in cross-examination that Mohammed showed the Co-op’s representatives around the Cambridge Hotel but says that they were already aware that the plan was for Shahelah to transfer her shareholding to Ainy, hence the provisions in the finance offer to this effect.

[129]In terms of evidence other than from family members, a summary of what Mr Alam said in paragraphs 26-30 of his witness statement is that after Bilal visited him in December 2022 with Shahelah’s signed stock transfer form he checked with Mohammed that he was to act on this and was told that he was. When he advised Mohammed that there would be tax consequences he was assured that this was a “temporary arrangement as Bilal was planning to get a hotel in the Midlands and that the shares would be transferred back to Shahelah” and that the “transfer was connected with Bilal's funding/ loan application”, after which he arranged for the confirmation statement to be filed at Companies House.

[130]Having heard Mr Alam under cross-examination it seems to me that it is inherently improbable that he could remember the details of this conversation from December 2022, when he had no contemporaneous record to refresh his memory and when he had no reason to even think about these particular events until almost three years later, when Shahelah was first asserting her case in this respect. Apart from the fact that he actioned a request from Mohammed to deal with the formalities, it is not immediately obvious that anything about this would have been of note to a busy accountant. In cross-examination he said that he could remember the conversation in detail because “it is a very specific event. Major event in the company's history, a major event. We would have knowledge of it”. However, based on his version of events it was not a particularly major event, especially because as he said he had never had any direct engagement with Shahelah as a shareholder of the Company, as opposed to in relation to her own business with her husband at the Guest House.

[131]He was asked by Mr Chaisty in cross-examination whether he would have been comfortable with giving a false impression to enable Bilal to misleadingly inflate his assets to purchase a hotel. Whilst not accepting the premise of the question, his answer was to the effect that he did not consider this to present any problem, but in my view it is more likely that as the family accountant he would have felt obliged to advise Mohammed that this could create problems down the line, not just tax issues but also potentially civil or even criminal liability if things went wrong, and if anything justified him making a record of that advice that would have done.

[132]I am satisfied that he has accepted as accurate, and gone along with, what he has since been told by Mohammed and Shahelah, both of whom have for many years been valuable customers of his accountancy practice, whereas he has good reason to dislike Bilal, who has removed his practice as company accountants.

[133]Further, there are other cogent reasons why I prefer Bilal’s case and evidence on this point to that of the Petitioners and their witnesses.

[134]The first reason is that, whilst the Co-op’s offer did include provisions as regards the transfer of Shahelah’s shareholding to Ainy, it is not obvious to me that this was a necessary condition of the transaction proceeding. Under the terms of the offer, it would not appear to make any difference to the risk or to the security if Shahelah remained as 25% shareholder of the Company which, after all, was not the borrower but was simply giving a guarantee and a debenture. The relevant terms of the finance offer read to me as being more consistent with the Co-op being told that the shares were to be transferred to Ainy and wanting to ensure that this was done in the proper way before the formalities and securities were all concluded. If they had been concerned that the Company needed to be wholly owned and controlled by Bilal and Ainy as directors and shareholders of Edgerton as borrower, they would have wanted to ensure that Mohammed and Robina also transferred their shareholding in the Company to Bilal and Ainy. Instead, they simply required Mohammed, Robina and the Company to postpone their directors’ loan. Although the meaning of this is unclear, although probably a reference to the debenture which the Company was to give, in my view it is inconsistent with any suggestion that they regarded it as important that Bilal and Ainy were the controlling shareholders of the Company as well as Edgerton, and their being equal shareholders with Mohammed and Robina would not appear to have been of any real benefit to the Co-op.

[135]In cross-examination of Bilal Mr Groves suggested that the stipulation was included because Ainy needed to be able to show assets to satisfy special condition (ii), requiring a satisfactory statement of income, expenditure, assets and liabilities, and a 25% shareholding in the Company would assist in that respect. However, given that Bilal and Ainy were providing security by a legal charge over their property at Kaffir Road, and given that she was also equal owner of Edgerton, it is difficult to see how a 25% shareholding in the Company, as the operating company with little in the way of hard assets at this stage, could objectively have been necessary to satisfy the lenders that Ainy personally, as opposed to Bilal and Ainy as husband and wife and owners of Edgerton (and through Edgerton, the Cambridge Hotel) as well as their family home, was good for her guarantee.

[136]The second reason is that it is not immediately obvious why the discussions and agreement about the transfer being temporary needed to be done behind Mohammed’s back, which is what Robina states. There is no evidence or reason to believe that he would have been completely opposed to this happening. On his version of events, he was aware that this was a problem to the lenders and yet he gives no indication that he showed any interest in whether, and if so how, it was resolved. If Mr Alam’s recollection was right, Mohammed knew when he was asked that it was a temporary agreement, which is inconsistent with it being done behind his back.

[137]The third, and perhaps most fundamental, reason is that it is not at all obvious why the Petitioners in general, and Shahelah in particular, should have been so insistent that any transfer should only be temporary. By 2022 Shahelah had no longer been directly involved with the Company or the Cambridge Hotel business for 12 years; she was running a successful separate hotel business with her husband; and she was expecting her fourth child in February 2023. She was not receiving anything of financial benefit from her shareholding. She can never have believed, I am satisfied, that she was entitled to retain this shareholding for herself as some form of secured inheritance, when it was only ever allotted to her in the first place for tax reasons and when she knew that, in substance, she was holding it as a family asset at the request of her parents. She was fully aware that by this time Bilal had been effectively running the business in partnership with Mohammed for 12 years and, in my view, it would have seemed to her to have been perfectly reasonable that her shareholding should be transferred to Bilal (or Ainy, if he wished) to provide for effective equality with her parents. That would especially be so if this provided the basis for them to receive equal regular monthly payments by way of dividend, rather than being re-invested into the Company, which is what happened. It is difficult, therefore, to see why she should have been unwilling to agree with her mother’s request, even if it was to be permanent.

[138]If, however, contrary to my above assessment, she was so determined that she would only have been willing to do so on a temporary basis, especially if one assumes that she may not have trusted Bilal to agree to this, it is surprising in my view why is that not recorded at least in a WhatsApp message or similar at the time. Having seen Shahelah cross-examined, it is apparent that she is an intelligent and strong-willed person who would not simply have agreed to whatever she was asked by Bilal or Robina without at least making it clear to all concerned at the time, most pertinently to Bilal, that it was only to be a temporary arrangement.

[139]The fourth reason is, consistent with the expectation I have referred to above, that after this transfer dividend was recorded in the Company books as paid to Ainy and not Shahelah and, indeed, the evidence is that it was paid to her (or at least to Bilal). Bilal’s evidence is that post this transfer dividend was paid to all the shareholders, rather than simply being re-invested as previously. Mr Alam does not suggest that he queried whether dividend should have been paid to Ainy if her shareholding was only ever intended to be temporary.

[140]The fifth and final reason is that there is no documentary evidence of any demand for the shareholding to be transferred back. I appreciate that in the context of a family relationship one might not expect formal written communications. However, the family (apart from Robina) were perfectly happy to communicate by WhatsApp, and Shahelah and Ainy had regular WhatsApp exchanges, and yet there is no evidence of this being raised by her, even after the fallout of August 2025. Given that the transaction in question did not in the end proceed by way of independent loan but was financed on an inter-family basis in September 2023, there is no obvious reason why the Petitioners should not have requested Bilal to return the shareholding at that stage, yet they did not. It is somewhat ironic that in his witness statement Mohammed said that there were messages in the WhatsApp exchanges between Shahelah and Ainy in August 2025 which support the Petitioners’ case on that point, when that is quite simply wrong.

[141]In summary, I am satisfied that this transfer was, and was intended to be, permanent, and was agreed to as being such by Mohammed and, also and hence, by Robina and Shahelah, on the basis that it reflected what was by then an equal business partnership as between Mohammed and Bilal, in respect of which Shahelah had no right or reason to object.

[142]I do not, however, accept Bilal’s case that the transfer was part of an overall agreement made at that stage to the effect that eventually all the family assets would be split equally between Bilal and Ainy on the one hand and Mohammed and Robina on the other. Again, in my view that is Bilal seeking for his own purposes to suggest the Share Swap Agreement as the final step in an agreed process, whereas I am satisfied – as I find later – that it was no such thing. The sale and leaseback of the Cambridge Hotel premises.

[143]It was only after some considerable delay, on 29 September 2023, that Mohammed eventually sold the Cambridge Hotel premises to Edgerton for £1.3 million. Three months later, on 20 December 2023, Edgerton granted a 7-year lease to the Company at a monthly rental of £15,000. Since, however, the first rental payment was made in October 2023, it is clear and it is not in dispute that the intention was that the two transactions would have contemporaneous effect.

[144]There was some suggestion in cross-examination of Bilal that the sale price was at an undervalue. However, given that the sale was of the premises alone, and given that it was always intended that the Company would continue to operate the business carried on from the premises and receive the profits from that business, the true valuation was the bricks and mortar valuation. On that basis, the sale price was in line with the earlier valuations. The fact that Bilal later placed a higher value on the Cambridge Hotel is not relevant to this question, especially since it is not immediately clear whether he was putting it forward on the same bricks and mortar basis or, as is more likely from the context, as a valuation of the Cambridge Hotel with the benefit of the business as a going concern.

[145]Although there is no direct evidence as to the reason for the delay, I accept Bilal’s explanation in cross-examination that Mohammed was keen to save the costs of an external loan by funding the transaction from family business funds rather than from external finance, since it is clear that this was always his general preference. The transaction proceeded in a somewhat complicated way, under which payments passed from the Company to Edgerton and from Edgerton to Mohammed, but the end result was that Mohammed was treated as having loaned the £1.3 million to Edgerton, which in turn agreed to repay the loan by monthly instalments of £10,000 interest free from October 2023. Whilst this was not in any meaningful sense a director’s loan, that appears to have been the general description applied by Mohammed and Bilal to inter-family transaction involving credits or debits to one or more of the family companies.

[146]The essential result was that Bilal (through Edgerton) received £15,000 monthly from the Company and paid £10,000 monthly to Mohammed. He was thus £5,000 better off each month. Although Mohammed no longer received £13,500 from the Company under the 10-year lease granted in 2012, he still received the £10,000 until the loan of £1.3 million was paid off, albeit on an interest free basis. In my view, this represented a perfectly sensible way of providing Bilal with a substantial net monthly income from the Cambridge Hotel business, which would increase substantially after the £1.3 million loan from Mohammed was paid off (in about 2½ years if payments were made on time) as well as giving him the ultimate interest in the Cambridge Hotel premises itself. It was, therefore, a perfectly sensible arrangement under which Mohammed transferred an immediate part of the overall value of the family business to Bilal, including the benefit of an immediate monthly income, in addition to the increased equity he had already secured via the transfer of Shahelah’s shareholding.

[147]In fact, Edgerton did not always pay on time, for reasons which are disputed but which in my view reflect the essentially informal inter-family nature of the transaction, but nothing of significance turns on that since Bilal made the outstanding payments once proceedings were commenced and since accepted in cross-examination Edgerton’s continuing liability to make these payments.

[148]In his witness statement, Mohammed states that he had intended that this transaction involving the Cambridge Hotel premises would stop Bilal pressuring him and Robina to transfer the whole Cambridge Hotel business to him. However, as he also says and as is clear, this did not happen because Bilal was not satisfied with what he had already received for very long. Further family business acquisitions in 2024.

[149]I can deal with these reasonably briefly.

[150]In January 2024 the Company purchased a 57-room hotel at Perseverance Mill, Brighouse for £1,350,000 and after refurbishment opened it as the Cambridge Hotel Waterfront (Brighouse). The fact that the Company was able to purchase the property using its own funds indicates how profitable its business had become post Covid. This is confirmed by its filed abridged accounts for the y/e 31 March 2024, which identify tangible assets of £1.7 million (which would include the value of Brighouse as a Company asset) and a profit and loss account, equating to shareholders’ funds, of £5.175 million. I am satisfied that there were two consequences of this increase in profits and liquid funds. The first is that it made both Mohammed and Bilal realise just how valuable the Company business had become. The second is that, since Bilal regarded himself as the real generator of this success due to his entrepreneurial skills and efforts post Covid, he became increasingly convinced that he was entitled to a greater degree of control over, and a greater share in, the family business. However, Mohammed was clearly unwilling to reduce his equal interest in the Company.

[151]A significant further acquisition involved the Ibis Hotel in Bradford. This happened on 7 August 2024. The overall consideration of £3.15 million was funded as to £1.385 million by way of bridging finance (repaid in February 2025) and as to the remainder from the Company’s own funds. The acquisition structure involved the purchase by the Company of the shares in the existing owning and operating company, Bradford PCH Limited (PCH).

[152]Both Mohammed’s and Bilal’s evidence has been that this acquisition was always intended as a Company acquisition, funded as it was by the Company, which is why the shares were transferred to the Company under the Share Purchase Agreement (SPA) entered into with the vendor. Bilal had also complained in his witness statement that in advance of the company division agreement Mohammed had already started treating the Ibis Hotel as effectively belonging to him and Robina, because he had started using the PCH bank account to operate the Ibis Hotel business. However, since at this stage PCH was still owned by the Company, it is not immediately apparent that this meant that Mohammed was treating the Ibis Hotel and belonging to him and Robina. I am satisfied that nothing turns on this and that it is an attempt by Bilal to “spin” this in his favour.

[153]What happened was that PCH granted a 5-year term of the Ibis Hotel to the Company under a lease dated 7 August 2024 at a monthly rent of £15,000. However, the evidence shows that this lease was not actually entered into until 27 June 2025. It appears from the contemporaneous WhatsApp messages between Bilal and Mohammed that the lease needed to be produced on a backdated basis because by this time Bradford Council’s finance team, who were placing residents there with the Company, had raised queries about the ownership and management of the hotel and it was seen as important that the Company, with whom, the Council were used to dealing, had the legal right to operate the business from the Ibis Hotel (in much the same way as it ran the business from the Cambridge Hotel). April to 11 August 2025.

[154]With hindsight, it appears that the crystallising event for the family dispute was that by April 2025 Mohammed had agreed that Shakeel should start working at the Ibis Hotel on the basis that he appeared to have overcome his addiction problem. Rightly or wrongly, this development was a major issue for Bilal, due to his recurrent fear that Shakeel would inveigle himself into the management structure and that this would then encourage his parents to make him director and equal shareholder in the fond belief that both brothers would run the family business together in harmony as and when their parents were no longer able or willing to do so. It is apparent that Bilal was also aggrieved that Robina and members of her family saw the expansion of the family hotel business as a good opportunity to sponsor other family members, resident in Pakistan, to obtain work visas via employment offers from the hotels and then to earn good money whilst not doing very much. One such example related to Zia Amjad, a nephew of Robina. Bilal complained that he had been employed in a non-customer facing role due to lack of command of English but had then, after making complaints that this was an under-utilisation of his talents, been promoted to a customer facing role for which Bilal believed he was not suited. Whether or not any of this is true is not necessary for me to determine. What is clear is that Bilal concluded that both of these developments showed that he could no longer work in harmony with the rest of his family, and that the only two solutions were either for him to leave the business completely or for the business to be split so he could run his part as he wished without interference from the rest of the family.

[155]As he said in his witness statement (at paragraph 53):

“What I could not accept was Shakeel being treated as if he had a right to operational control or ownership of a business which he had not built or managed”

. In paragraph 57 he said:

“These issues led to my insistence that there had to be a separation. I told my father that if he wanted me to continue running the business, matters had to be formalised. I had explored other opportunities, including a hotel near Edinburgh and another in Huddersfield, because I was considering separating from the business if matters could not be regularised”

. In paragraph 58 he said: “My father objected to me leaving. He said he could not run the business without me. I believe he knew that Shakeel could not run it. He also knew the local authority nature of the business required experience and relationships”.

[156]I accept this evidence. I am satisfied that Mohammed was caught between a rock and a hard place but was desperately seeking to hold the family together and avoid either Bilal leaving or the business being split.

[157]In his oral evidence Mohammed stated that it was in April 2025 when Bilal made it clear to him, in what Mohammed clearly regarded as an aggressive manner, that he had decided that he wanted a separation. This meeting was not referred to in his witness statements. This evidence is consistent with what I accept Bilal’s reaction is likely to have been to Shakeel being brought on board and Mohammed’s unwillingness to accept that he should never become involved in running any of the family hotels.

[158]The documentary evidence shows that in June 2025:(a) Bilal incorporated Edgerton Hotel Real Estate Ltd (ERE) as a Scottish company jointly owned and controlled by himself and Ainy;

(b) Mr Iqbal produced a detailed business plan for ERE to acquire the Hilcroft Hotel in Bathgate, Scotland, with a commercial bank loan of £1 million and a £400,000 investment from Bilal; and

[159]Bilal was also exploring the option of acquiring the Briar Court Hotel in Huddersfield, but it was apparent that this could only be acquired as well if the Company was willing to provide as security a charge over Brighouse which Mohammed did not want to do and which caused him significant worry, as contemporaneous messages confirm.

[160]The Petitioners contend that by May 2025 Bilal had already decided to move his family to Scotland, where family relatives already lived in Glasgow. Indeed, Shahelah contends that a leaving party was arranged at a local restaurant in May 2025. Bilal disputes this, and there is no hard evidence that that this had become such a firm plan by this stage that a party would have been held for this purpose. There is no reason why Bilal should have wanted to uproot his whole family before the Bathgate Hotel acquisition was concluded.

[161]On 12 July 2025 there was clearly an argument between Mohammed and Bilal, regarding what Bilal saw as Shakeel making management decisions in relation to the Ibis Hotel without consulting Bilal and with which he did not approve. Mohammed alleges that Bilal was aggressive and kicked a door at the Cambridge Hotel in anger which, Mohammed believed, was both disrespectful and embarrassing to him, undermining his authority with the hotel employees. There are WhatsApp exchanges between Mohammed and Bilal that day, which make clear there had indeed been an argument between the two men in front of staff, which Mohammed felt had undermined his authority as the senior family member and business owner. Bilal apologised for his behaviour but also stated that he had become used to managing the business himself, that he understood that Shakeel would not accept this and that he also understood that Mohammed was “stuck in the middle of it”.

[162]Bilal stated as follows: “I really need you to understand why I have to separate …. it’s not entirely about the money of course we are in business for the money, and it’s got a lot to do with it, but there [is] a lot more to our problems. I know the charge issue on Brighouse is worrying for you and I don’t want to cause you any more stress than I already have. I don’t have to go for both deals I’ll just go for the one then I won't need any charge on any of hotels. I don’t want to end any relationships I fully understand your side of it please try to understand my side of it”.

[163]Mohammed replied: “Ok I will do my best to understand. I am sure we can sort out our differences”.

[164]In my judgment what this exchange shows is that neither Bilal nor Mohammed had finally burnt their bridges. In particular, I am satisfied that the option of a division of the family business under which there could still be some element of working together was still up for discussion. Although Mohammed gave evidence in cross-examination that Bilal’s actions in August 2025 were a direct response to his calling Bilal’s bluff, saying to him that if he wanted to go ahead on his own, he should just do so, there is no independent supporting evidence for this, and I do not regard it as consistent with what Mohammed clearly wanted.

[165]From 12 July to 13 August there was very little further WhatsApp traffic between Mohammed and Bilal. Mohammed’s position was that there were no further meetings or discussions about Bilal’s plans over that period. Bilal’s evidence in his witness statement at paragraph 80 was that:

“My father did not want me to leave. He said words to the effect that he could not run the business without me. He also wanted me to continue supporting Shakeel, but I was clear that any continuing involvement by me had to be based on a proper separation and a clear structure for the Company and related assets. That led to the final discussions which resulted in the Share Swap Agreement”

. However, in cross-examination Bilal confirmed that whilst he did see Mohammed regularly at the Cambridge Hotel there were no further meetings until 11 August. He did say under cross-examination that there “will have been conversations about separation” over that period but did not provide details either in his witness statement (as referred to above) or in cross-examination.

[166]I accept that there was a continuing discussion over this period, with Bilal wanting to force the issue and Mohammed resisting, but do not accept that this led to a final agreement.

[167]On 16 July 2025 Robina had undergone a major operation with an estimated three-month recovery period. She was unable to leave the house or actively be involved in any business decisions in the period after the operation. In late July / early August Shahelah travelled abroad for a family holiday and did not return until 12 August.

[168]Bilal says that over this same period he had asked Mr Iqbal what would be needed to formalise the division agreement and that Mr Iqbal had advised him that in general terms a share swap agreement would be needed as well as a J30 stock transfer form, board approval and Companies House filings would be required. Mr Iqbal explained in his evidence that a share swap agreement would be the most tax-efficient way of proceeding. Bilal’s evidence, confirmed by Mr Iqbal, is that early on 11 August 2025, in conjunction with Mr Iqbal, he produced the draft Share Swap Agreement and the other relevant contract documents. He says that he gave the documents to Mohammed before lunch who took them away and returned a few hours later with them signed by himself and Robina. This is completely denied by Mohammed and by Robina and is the issue at the heart of this case.

[169]Both Bilal and Mr Iqbal were cross-examined closely about this evidence. It was legitimate for Mr Groves to test them both on this aspect of their evidence, although the Petitioners were not allowed to put a case of forgery or related fraud in accordance with my previous ruling.

[170]Before turning to the evidence about this, I should refer to the terms of the Share Swap Agreement and the other division agreement documents. The terms of the Share Swap Agreement.

[171]The document is produced on headed Company notepaper, headed Share Swap Agreement and dated 11 August 2025. It has two substantive pages of content. The third page contains the apparent signatures of Mohammed, Robina and Bilal against their own names, with Bilal also signing for the Company and for PCH. It has the appearance of having been drafted by someone with some legal and financial knowledge. It looks and reads more like a “heads of terms” type agreement rather than a detailed contract. Having identified the parties as being Mohammed, Robina, Bilal, Ainy, the Company (referred to as CH&L) and PCH, it recites the shareholdings in the two companies as being held as to 50% each as between Mohammed and Robina on the one hand and Bilal and Ainy on the other. It also recites that: “The parties wish to restructure the family business so that Bilal holds 100% of CH&L, and Mohammed & Robina hold 100% of PCH”.

[172]There is then what is described as an “asset and liability allocation”. This records that Bilal and Ainy (as owner of three shares and one share respectively) would be obtaining gross assets less liabilities of £3.77 million under the agreement whereas Mohammed and Robina would be obtaining gross assets of £4.925 million with no liabilities. Bilal’s identified gross assets comprised:(a) tangible assets, namely the value of his two buy-to-let properties and Brighouse, as well as Company plant and machinery trade debtors and cash; and

(b) the value of the Company business as an intangible asset. The liabilities are identified as Crown debt. Mohammed and Robina’s identified assets comprised one buy-to-let property, the value of PCH and the value of CRE (i.e. the companies as the owners of the Ibis Hotel and Sunbridge respectively), as well as cash held by PCH. It makes no mention of the fact that the premises at Cambridge Hotel were already in Bilal’s ownership, although if the value of that by reference to its acquisition price was added into the equation it would produce rough parity as between the two sides.

[173]It was not suggested to Bilal in cross-examination that this did not include all of the assets owned by the parties and their companies or that it was an unfairly skewed valuation.

[174]The Share Swap Agreement then sets out seven “agreed terms” as follows:

“1. Mohammed & Robina hereby transfer their 50% shareholding in CH&L to Bilal. 2. CH&L hereby transfers its 100% shareholding in PCH to Mohammed & Robina. 3. The transfers are made in consideration of each other and no cash consideration is payable. 4. The parties agree that the transfers are of equivalent value and constitute a family reorganisation. 5. Each party warrants they have full legal and beneficial ownership of the shares transferred and the right to transfer them. 6. Transfers will be completed on execution of stock transfer forms (J30) and entries in company registers. 7. This agreement shall be governed by the laws of England & Wales.”

The J30 form.

[175]This is a completed standard form J30 Stock Transfer Form. It records the transfer of Mohammed and Robina’s two shares in the Company to Bilal on 11 August 2025 and it appears to record the signature of all three of them. The minutes.

[176]The minutes of meeting of directors of the Company is also recorded as having taken place on 11 August 2025. It shows Bilal present as chairman and Mohammed present as director. It ostensibly records: (a) the purpose of the meeting as being to consider and approve the share transfer; b) the documents produced as being the Share Swap Agreement and the J30 form, as well as an “updated draft Register of Members showing the revised shareholdings” (even though it is common ground that the Company has never in fact held a Register of Members); (c) the directors’ resolution to approve the transfer; and (d) various other ancillary provisions. It is signed only by Bilal as chairman and director, not by Mohammed as well. The evidence and my findings as to the production of the division agreement documents.

[177]I am not persuaded by Bilal’s evidence that the terms of the Share Swap Agreement had already been discussed and agreed in advance between Bilal on the one hand and Mohammed on the other. Instead, I find on the balance of probabilities that they were produced by Bilal on 11 August 2025 with the intention of presenting them as an ultimatum to Mohammed, at a time when Robina was effectively house-bound during her convalescence and Shahelah was away on holiday, on the basis that if Mohammed did not sign them and obtain Robina’s signature to them then Bilal would simply leave the family business, buy the Bathgate hotel and move with his family to Scotland.

[178]I appreciate that this version of events does not represent either side’s positive case, but nonetheless I am satisfied that this is what happened. I find that both of the parties have constructed an alternative narrative more favourable to themselves than that which actually happened.

[179]As regards Bilal, that is because:(a) what Bilal did was to exert severe emotional and financial pressure on his parents, at a time when they were both in a vulnerable state, to force them into signing the documents, whereas he would far rather prefer to say that it was simply the culmination of a longstanding agreement or understanding;

(b) it is telling that he has been unable to produce any evidence of a negotiation process, either by evidence of WhatsApp exchanges between himself and Mohammed and/or Mr Iqbal showing the run-up to the production and signature of the documents, or otherwise.

[180]As regards Mohammed and Robina that is because I am satisfied that:(a) what they actually did was to succumb to intense pressure from Shakeel and Shahelah to attempt to disclaim the agreement to divide the family business with Bilal; and

(b) it is far easier for them to do so on the basis that they never agreed to the agreement in the first place and that their signatures have been forged than it is to admit that Mohammed did agree to it, and did persuade Robina to agree as well.

[181]In his evidence under cross-examination Mohammed said that Bilal had indeed presented him with this ultimatum, but that he refused to give way and called his bluff, which is why Bilal then resorted to stealing the Company from him and Robina. The only essential difference between this account and my findings is that I am satisfied that in fact at the time Mohammed accepted Bilal’s ultimatum, knowing that there was no real alternative and hoping that things would somehow work out, but once it became clear that things would not work out, and that he would have to choose between honouring the agreement with Bilal on the one hand or succumbing to pressure from his wife, his other children and the wider family on the other, he chose the latter.

[182]I am satisfied on the balance of probabilities that the Share Swap Agreement was produced on the morning of 11 August 2025, by Bilal and Mr Iqbal, working together at Bilal’s house after meeting at the mosque for early morning prayers, as was the J30 form. I am satisfied that these documents were able to be produced in such circumstances because the proposed division and its terms had already been the subject of discussion and agreement between Bilal and Mr Iqbal, because Mr Iqbal had sufficient knowledge and expertise to produce them using pro formas readily available via internet research, and because of Bilal’s knowledge – assisted if necessary by internet research at Companies House - about the respective assets of the individuals and companies concerned and their values. Fundamentally, the transaction was a relatively straightforward division of assets, which simply required the formalisation and signature of the necessary documents. Further, there is nothing about the terms of the Share Swap Agreement which is indicative of its having been produced after the event, either – in some way which no-one can explain – for some entirely innocent reason or, as the Petitioners undoubtedly believe, in a deliberate and dishonest attempt to rewrite history.

[183]I am also satisfied that the minutes were produced by Mr Iqbal, again by using a pro forma from internet research, but that in fact, and as Bilal and Mr Iqbal admitted in cross-examination, no notice of any meeting was given to Mohammed and that no formal meeting ever took place at which the matters the subject of the meeting were formally discussed and agreed. Indeed Robina, who was also a director, is not even mentioned in the minutes. This was, therefore, a record which did not in fact reflect any actual meeting of directors and nor was it even provided to Mohammed or signed by him and, hence, in reality does not take matters any further. The impact of the IT expert evidence.

[184]I must of course test this conclusion against the other relevant reliable evidence. First there is the evidence in the report and answers to questions of the IT expert. She has examined both of the desktop computers produced to her by Bilal’s solicitors as having potentially been used to produce the Share Swap Agreement at his house (referred to in her report as BS1 and BS2 respectively) and has not found any evidence that either computer was used to produce the Share Swap Agreement, whether by using Microsoft Word or Wordpad or otherwise, or by downloading and completing the J30 form from the internet, or more generally by undertaking internet research on or around 11 August 2025.

[185]This, of course, is strong evidence against Bilal’s case and evidence. It would be surprising that if the documents were produced as Bilal says they were, there is no clear record of that having been done on one of these computers.

[186]First, however, as the expert says “the absence of evidence does not constitute evidence of absence, therefore I am unable to rule out the possibility that either BS1 or BS2 was used to generate the Share Swap Agreement document as described by the Respondent”. She also accepted that there was less likely to be a digital footprint if the Share Swap Agreement had been produced using Wordpad, printed out on pre-printed Company headed paper, and not saved to the computer.

[187]In his witness statement Bilal had simply stated that:

“In the early hours of 11 August 2025, I met with Abbas again and discussed the practical documentation required for the Share Swap Agreement. I prepared the share swap agreement, with practical guidance as to what documents were required, what matters needed to be included, and where the relevant figures should be placed. Abbas also supplied the J30 stock transfer form, completed save for the signatures”

. In cross-examination Bilal stated that he had met Mr Iqbal for early morning prayers in the mosque that morning, had asked Mr Iqbal if he would help him draft the papers on an urgent basis, that Mr Iqbal had agreed to do so and came back to his house for that purpose. He said that the Share Swap Agreement was produced by him on his desktop in his home office, with Mr Iqbal helping him draft it and him typing the document. He said he believed that the minutes of meeting of directors were produced in the same way, whereas Mr Iqbal had already obtained the J30 form and filled in the details.

[188]In his witness statement Mr Iqbal gave a similar account to that given by Bilal in his witness statement. I accept – as indeed is apparent from the circumstances in which the two men have worked closely together in their defence to this claim – that this does not necessarily indicate actual consistency as opposed to ensuring consistency, whether genuine or not. In cross-examination, when he was asked who was doing the typing, he said that it was mainly Bilal, but that “potentially” he did so as well. He said that they had found a standard layout for the minutes through doing online research at the time.

[189]Bilal had also suggested that it was possible that the two desktops he had found may not have included his home office desktop, because there were other computers at home and they had gone into temporary storage when the family moved up to Scotland, so that it was possible that the home office desktop had been misplaced. He said he believed that it did have Word installed on it. This evidence must be treated with scepticism. It emerged very late in the day, and so far as I am aware this potential qualification was not stated by Bilal’s solicitors when BS1 and BS2 were provided to the IT expert. It seems unlikely that he would not have known that the password on the home office computer would not have been different to those on BS1 and BS2. However, as against that, the expert IT evidence was not obtained until after exchange of witness evidence and, in the absence of formal notice that forgery or fraud was being alleged against him, he could not have been in a position to anticipate and address these points in his trial witness statement. Further, the usernames given to the BS1 and BS2, “hp” and “haris” respectively, are not obviously usernames one would associate with a desktop used by Bilal in his home office.

[190]Mr Iqbal was not asked about which computer the Share Swap Agreement was produced on nor whether any online research was undertaken to obtain some standard layout or wording. Neither he nor Bilal was asked about how the Share Swap Agreement came to be produced or printed on Company headed notepaper. In cross-examination Mr Iqbal was referred to a WhatsApp exchange between Bilal and him, in which they were discussing the joint instructions to the IT expert which were being negotiated between the respective solicitors. Mr Iqbal said “Not on you to prove where it [being, I infer, a reference to the Share Swap Agreement] was made. Was genuine. Tell Ian [the name of Bilal’s solicitor] you made it on your girl mate’s computer, but you can’t bring that into it”. Both Bilal and Mr Iqbal were cross-examined about this message and both said that the reference to a girl mate was a joke. Further, Mr Iqbal’s explanation in cross-examination was rather confused and confusing about what computer he was referring to at this stage.

[191]This evidence has caused me to wonder whether the true explanation is that the Share Swap Agreement (and, indeed, the J30 form and the minutes) were not actually produced on Mr Iqbal’s laptop. Although, not surprisingly, this was not put to either witness by either counsel, and I did not ask the question myself, on reflection it seems to me to be the most likely explanation. That is because:(a) Mr Iqbal is plainly computer literate and said that he did his own typing and was also plainly familiar with using AI such as Chat GPT to assist in producing documents;

(b) Mr Iqbal had the detailed knowledge of what the documents should contain and how they should look;

(c) Mr Iqbal explained, and I accept as entirely likely, that he obtained the J30 form online and would have undertaken some internet research to locate some online precedent for a minute of a meeting of directors;

(d) if Mr Iqbal had gone to Bilal’s house, knowing that they were going to draft these documents as a matter of some urgency, it is entirely likely that he would have brought his laptop with him;

(e) the explanation given, which is that Mr Iqbal dictated and Bilal typed the Share Swap Agreement, seems to me to be wholly implausible – this was not some dictation type exercise but the production of two formal documents which in my view it is far more likely that Mr Iqbal would have produced, with Bilal’s input and with the benefit of internet research, rather than something which Mr Iqbal could simply dictate.

[192]This explanation also seems to me better to explain why nothing at all from this period was found on either laptop. Moreover, I can well understand that, whether for good reason or for ill, and whether for justified reasons of confidentiality or otherwise, Mr Iqbal might not have been at all happy about handing his laptop over to an independent IT expert and made that clear to Bilal in offline conversation.

[193]I accept that even if this theory is right, it does not necessarily mean that the documents were produced on 11 August, because their being produced on Mr Iqbal’s laptop is just as consistent with their being produced on some other – later - date. However, if they were produced on Mr Iqbal’s laptop, it does provide an explanation as to why the desktops show no evidence of any relevant activity around this period at any time. Otherwise, assuming that one at least was the desktop actually sited in Bilal’s home study, it seems inconceivable that it was not being used for online research in relation to these documents, if not on 11 August on some later date when the documents were – on the Petitioners’ hypothesis – actually produced, yet there is nothing. There was evidence of deletion of files found on the Dell desktop used at the Cambridge Hotel office, but none of these two desktops. According to the IT expert it is possible that internet browsing records were deleted on the two desktops, but she cannot say one way or the other.

[194]I do not think that on the available evidence I can properly make a positive finding that the documents were produced on 11 August 2025 by Mr Iqbal on his laptop, especially in the absence of a positive case to that effect from either party, but I do conclude that it is a credible alternative explanation which, together with the other explanation put forward, which is that neither of the two laptops was actually used and the one which was used was lost in the move to Scotland, are just as plausible as the explanation which the Petitioners would have to advance – if they were allowed to put forward a positive case of forgery – which is that the documents were produced on some different computer at some later date.

[195]I am also satisfied that Bilal took the Share Swap Agreement and the J30 form to the Cambridge Hotel at around 6am that morning, Monday being his usual morning for doing the four-weekly invoicing at the hotel, and that Mohammed arrived at around 6:30am as usual and started work in the kitchen, preparing breakfast and then eating breakfast with the staff members. After that, Mohammed went into the back office to read whatever emails or letters had come in, where he met Bilal. I am satisfied that it was at this stage that Bilal gave Mohammed his ultimatum and, on that basis, gave the documents to Mohammed for his agreement and his signature as well as Robina’s. Bilal says that Mohammed did not say much because he was expecting the paperwork. I am satisfied that it was at this short meeting that Bilal gave Mohammed an ultimatum, making clear that unless they agreed and signed without further delay he would take immediate steps to leave the family business and move to Scotland to set up a hotel there.

[196]I am satisfied that this came as no great surprise to Mohammed, who must have been expecting that something like this would happen. I am satisfied that he took the documents home and persuaded Robina to sign them, probably by a combination of exercising his authority as the husband and also reassurance that:(a) this option was preferable to Bilal leaving the family business, knowing that they would be unable to run it successfully by themselves for the foreseeable future even with help from Shakeel;

(b) it was not a fundamentally unfair arrangement in all of the circumstances;

(c) it was better for maintaining the relationship which Mohammed and Robina had developed with Ainy and their grandchildren;

(d) it would prevent Bilal and Shakeel from coming into conflict and allow them to keep Shakeel involved in their side of the business;

(e) it should not unduly concern Shahelah, with her own successful separate hotel business. The expert handwriting evidence.

[197]At this point I should also refer to the evidence of the single joint expert in handwriting. Her summary conclusions are as follows:

“There is moderately strong evidence to support the proposition that the questioned signature in the name of Mohammed Sarwar shown by the Share Swap Agreement, item 1, is a genuine signature written by Mr Sarwar. That is on the balance of probability it is more likely that this signature was produced by Mohammed Sarwar than by another person.” “There is moderate evidence to support the proposition that the questioned signature in the name of Robina Kausar shown by the Share Swap Agreement, item 1, is a genuine signature written by Ms Kausar. That is on the balance of probability it is more likely that this signature was produced by Robina Kausar than by another person.” “The findings as to whether or not Mohammed Sarwar and Robina Kausar produced the signatures in their names shown by the J30 Stock Transfer Form, item 2, are inconclusive.” “It is not possible to determine whether the signatures have been copied and pasted into the questioned documents. The examination of the original documents would assist with this. It is not possible to determine when the questioned signatures were produced, when they were added to the documents or whether the documents have been subsequently altered.”

[198]In answers to questions posed by Bilal’s solicitors she confirmed these opinions, noting that there was nothing to suggest one way or another whether or not the signatures had been copied and pasted. She also confirmed that the qualified terms in which she expressed her conclusions in relation to the genuineness of the signatures was due to the fact that the documents with which she was provided were copies rather than originals.

[199]The handwriting expert was not asked to consider how physical versions of Mohammed and Robina’s signatures could have been copied and pasted onto an original or copy version of the Share Swap Agreement or the J30 form. The IT expert was not asked to consider how, if at all, electronic versions of their signatures could have been copied and pasted onto an electronic version of the Share Swap Agreement or the J30 form. Discussion and findings.

[200]As I have said, the Petitioners have been unable to advance any other positive case as to how their signatures may have come to have been applied by them to these documents, such as that they were misled into signing the documents without appreciating what they were, or that the content of the documents were misrepresented to them, or that they signed them under some form of duress or undue influence. Given that the Share Swap Agreement was positively headed as such and is reasonably clear in its essential terms and effect from a short reading, given that the J30 form is a one page document headed as such, with their names and the name of the Company prominently inserted, the effect of which is also clear, and given that neither Mohammed nor Robina were unfamiliar with signing formal documents written in English, the idea that they could have signed these documents under some innocent mistake on some other occasion after 11 August 2025 is so inherently implausible that it can be discounted.

[201]In the circumstances, it is difficult to see how I can conclude anything other than that Mohammed’s and Robina’s signatures were applied by them on 11 August 2025 to the originals of the Share Swap Agreement and the J30 form, if the only alternative is that the documents and their signatures have been forged after the event, which is a conclusion which is not open to me. As I have already stated, the suggestion that there is some alternative innocent explanation not only has not been made but simply could not be made in this case, given the absence of any possible innocent explanation for Mohammed and Robina’s signatures having been applied by them other than purposely and with knowledge.

[202]I do, however, and for the avoidance of doubt, also reach the same conclusion if I reach my decision on authenticity by reference to all of the available evidence, and even if the necessary corollary to a finding that Bilal has not proved the documents to be authentic is a conclusion that the documents can only have been forged, even if I may not positively find as much.

[203]I am satisfied that what happened later on 11 August 2025, at around 4pm, Mohammed returned the Share Swap Agreement and the J30 form, both signed by him and by Robina, to the Cambridge Hotel and gave them to Bilal.

[204]It was put to Bilal in cross-examination that “there wasn't a share swap agreement that day, he didn't return that document or those documents to you because he never met you that day”. Bilal said that he did meet Mohammed that day at the Cambridge Hotel as he said. In his witness statement Mohammed said that “Monday 11 August 2025 was a normal working day for me”, saying that he was in the kitchen until around 10am and then in the back office until around 1pm and again between around 2:15pm to 4pm. He said: “I did not see Bilal at the Hotel Premises on Monday 11 August 2025”.

[205]In cross-examination he agreed that he would have expected Bilal to be there on that Monday, because it was the day of the four-weekly invoicing which Bilal always did, although he also said that Bilal normally worked overnight on Sunday and Monday to do this, finishing by around 4am, after which he would go home. He said this is why he did not see Bilal later that morning, as Bilal has alleged.

[206]This does not seem to me to be a particularly strong basis for Mohammed’s evidence. In my judgment it is only possible for Mohammed to say this on the basis of what he believed Bilal’s timetable usually was, but Bilal has explained why he started that task later that day. Furthermore, the only reason why Mohammed could be expected to have a recollection now about that Monday is because of the events of 13 August 2025, two days later when, on his case, he discovered that Bilal had defrauded him and Robina out of their shares in the Company. It follows that the reliability of his recollection on this point is adversely affected by his personal interest in denying that this meeting occurred, although in fairness precisely the same can be said about Bilal’s assertion that it did.

[207]I am satisfied that Bilal later took the signed originals with him to his house, because he had arranged to meet Mr Iqbal later that day at his house to show him the documents. However, he says because Mr Iqbal did not attend his house later that day, he took copies at his house and then returned the originals and placed them in the filing cabinet at the Cambridge Hotel.

[208]In terms of other witnesses who might support or undermine the respective accounts, Bilal said that Mr Haider would have been there when he arrived. However, it transpired from Mr Haider that, since he would have been working the night shift, he would have left at 7:30am, well before Bilal gave the documents to Mohammed on his case. Mr Haider confirmed that Mr Imran Ullah, the general manager, would have started at 7:30am, so would have been working throughout that day, as would Mr Ahmed, the day manager, whose working hours were 9:30am to 5:30pm weekdays.

[209]Mr Groves was critical of Bilal’s failure to call Mr Ullah to confirm that both were there on Monday and that there was a meeting, asserting that Mr Ullah had not responded to the Petitioners’ requests to contact him. Bilal said that Mr Ullah did not want to be involved and was upset about the whole thing. Insofar as any adverse inference is invited, I am not prepared to do so on the basis that:(i) there is no evidence, reliable or indeed otherwise, of the approaches by or on behalf of the Petitioners to Mr Ullah or his response;

(ii) as is well-known, anyone can call (and, if necessary, obtain a witness summons) for a witness, and no evidence that the Petitioners could not have done so if they had genuinely believed he would confirm their account;

(iii) there is no evidence that the Petitioners’ solicitors wrote to Bilal’s solicitors, in good time pre-exchange of witness statements or at all, to say that unless Bilal obtained a witness statement from Mr Ullah and called him to give evidence they would invite the court to draw an adverse inference that Bilal was not present at the Cambridge Hotel that day and there was no meeting;

(iv) there is no obvious reason for not accepting Bilal’s explanation for not calling Mr Ullah; and

(v) there is no basis for drawing any particular inference from the failure – even if established – not to call a witness who may or may not have been able to give evidence about the events of a day almost 10 months ago, when neither Bilal not Mohammed says that anything or anything dramatic or particularly noteworthy happened on that day which someone in Mr Ullah’s position would have been aware of.

[210]As regards Mr Ahmed, he did not refer to the events of 11 or 13 August 2025 in his witness statement. In cross-examination he said that there was an unusual atmosphere in the office on 11 August 2025, saying that there was some sort of tension in the back office, where Mohammed and Bilal both were present. He said that this was on the Monday, because that was the invoicing day when Bilal was always there. He was unable to give any details as to what the tension was, saying that it was just his feeling. He was asked about whether he was confusing the Monday with the Wednesday. He said that he was not sure about which day, but that he did not remember any big arguments on that day.

[211]Although Mr Ahmed’s evidence is clearly impressionistic, he is able to explain why he believes that what he recalls happened on Monday as the invoicing day, and he did not seek to exaggerate what he perceived, or otherwise to give evidence which obviously favoured Bilal. It appears from Mohammed’s evidence that there was more of a big argument on Wednesday, but Mr Ahmed has no recollection of that.

[212]I therefore find that Mr Ahmed’s evidence does provide some, albeit limited, support for Bilal’s case about the events of 11 August.

[213]Moving on a day, the evidence of Bilal and Mr Iqbal is that they met late on 12 August and filed the relevant confirmation statements at Companies House. It is clear from the records that those statements were filed both as regards the Company and as regards PCH.

[214]Both Bilal and Mohammed agree that they met at the Cambridge Hotel on 13 August, but they disagree as to what happened. Mohammed says that he attended first and saw that copies of the confirmation statement from Companies House, confirming the transfer of the shareholdings to Bilal, the removal of himself and Robina as directors and the change of registered office to Bilal’s house at Kaffir Road, had been left there. He says that Mr Ullah, read them out to him, after which he understood what had happened and, when Bilal arrived, there was a painful argument, after which he returned home in a state of strong emotion and told Robina (as well as Shakeel and Shahelah, although it is not clear whether they were there at that point or later) what had happened

[215]Bilal agrees that he and Mr Iqbal had filed the documents at Companies House on 12 August but denies that he left copies on Mohammed’s desk. It is not immediately obvious why he should have done so, whether on his case or on Mohammed’s. He said in cross-examination that the argument happened because he made it clear that now he was in charge he was not going to issue any more work permits for family members and was in charge of Shakeel and Zia Amjad. He says that this brought it home to Mohammed that he had now lost complete control of the Cambridge Hotel business, and any influence over the management of the business, which is what made him so upset and angry, despite Bilal’s attempts to defuse matters.

[216]It is true that Bilal did not give this explanation in his witness statements. Indeed, he did not refer in his witness statement to meeting Mohammed on 13 August 2025 or having any particular discussion with him on that date about the Share Swap Agreement or the fact that Mohammed was no longer in control. However, it is common ground that on this date Bilal had moved swiftly to remove Mohammed from the Company bank mandate and that Mohammed had become aware that this had happened. Indeed, in his own witness statement Mohammed says that in that conversation Bilal had referred to Bilal complaining that “you are trying to sponsor and bring in families from Pakistan” and some further discussion about his treatment of one of Shakeel’s sons.

[217]Overall, I prefer Bilal’s evidence on this point. It seems to me to be implausible that Bilal would simply have left these copies on Mohammed’s desk or, indeed, that Mr Ullah was in on it as Mohammed infers in his evidence or that Mohammed needed him to read the forms to him. Mohammed’s evidence was that Mr Ullah read out the Companies House documentation in full but, as Mr Chaisty demonstrated in cross-examination, the length and complexity of these documents make that inherently implausible and also unnecessary. It is more likely in my judgment that it was at this point that Mohammed began to realise the full implications of what he had done and that he would have to explain to Robina, Shakeel and Shahelah that Bilal intended to exercise full control of all of the businesses and not issue any more family work permits or otherwise allow Shakeel or Zia Amjad to do whatever they wanted.

[218]It is perhaps worth pointing out at this stage that, as a result of the operating lease granted by PCH to the Company, it was the Company which still had the right to run the Ibis Hotel as well as the other hotels. Presumably, this is why Bilal believed he could still manage the Ibis Hotel notwithstanding the terms of the Share Swap Agreement. I should emphasise however that it is no part of this trial for me to determine any issues which might arise as between the Petitioners and Bilal as to the terms or effect of this lease. I can see powerful arguments from a business and family perspective for Bilal agreeing that Mohammed, Robina and Shakeel should run the Ibis Hotel as a separate business, with no relationship between that hotel and the other hotels run by the Company, but that is an observation rather than a finding which I can or should make on the basis of the issues which are before me.

[219]I am also satisfied that it was only when Mohammed returned home, when Shakeel and Shahelah discovered what their parents had done, and when Robina fully appreciated the implications of what she had signed up to that everything began to unravel, due to the sibling rivalries which have been proved so toxic and Robina’s fury at her husband having persuaded her to agree to something which she had by now already come to bitterly regret. The contemporaneous WhatsApp messages between the two siblings show that they were determined that Bilal should not get away with what they saw, not entirely without reason, as stealing a march on them at a time when Shahelah was away, Robina not her usual self and Mohammed acting without having first consulted anyone else. The strength of their feelings comes across very clearly from the WhatsApp messages they exchanged between themselves and Shahelah exchanged with Ainy at the time. Shakeel clearly felt extremely bitter that Bilal was taking away what he saw as his opportunity to get back into the family business.

[220]I am satisfied that it was they who first persuaded Robina to change her mind, which was not too difficult, and then all three persuaded Mohammed to change his mind. This was made easier when Mohammed discovered that Bilal had taken what appears to have been the precipitate step of removing Mohammed as a person having remote access to the business Lloyds bank account. I am satisfied that the four were so outraged at what they believed Bilal had done in a thoroughly underhand way that they decided that any steps were justified to unravel the agreement and that the process of reconstruction of events, so that Mohammed and Robina have come to believe that what actually happened did not happen, aided and abetted by Shakeel and by Shahelah, began to occur.

[221]There is some, albeit slight, support for this version of events in a contemporaneous WhatsApp message sent by Shakeel to Shahelah in which Shakeel records that Mr Ullah has told him that it was frustrating that Mohammed had come to a deal with Bilal and then Robina “talks to him and messes it all up”.

[222]This also seems to me to be consistent with what Bilal later told a family cousin, Mr Majeed, in a WhatsApp message in September 2025, as it transpires produced and relied upon by the Petitioners, in which Bilal referred to the transfers of the family business assets made under an agreement between himself and his parents, and then said:

“Now, because the business has grown so much, some family members want to back out of the agreement and divide things all over again. This is despite the promises made that it wouldn’t happen. Extended relatives have been manipulating Mum and Dad because they see the money involved”

. Whilst it is true that he did not include as part of the various documents he forward to Mr Majeed the Share Swap Agreement or the J30 form, nonetheless this version of events is broadly consistent with the case he has always maintained.

[223]There is also some support from this version of events from Mr Ahmed, as someone who had worked with Mohammed as the Cambridge Hotel manager in the same office for 10 years, who knew him well and who respected him, who gave evidence that after the events of the week commencing 11 August 2025 he found that instead of calling him by phone, as he had previously always done, he started to receive text messages from Mohammed which did not read as if they were from Mohammed, and which he believed emanated from Shakeel or Shahelah. I accept this evidence, which fortifies my impression that from 13 August 2025 onwards Mohammed has come to act more under the influence of Robina, Shakeel and Shahelah than making his own decisions.

[224]So far as Mr Alam’s evidence is concerned, he says that he was informed by a member of his firm that they had received an auto-alert from Companies House about the changes to the Company, because his form had set up auto-alerts for all of its corporate clients. Whilst at first blush this evidence seemed perfectly sensible, it was undermined – at least to some extent – by the fact that he had no recollection of receiving a similar auto-alert as regards the changes to PCH, when PCH was also by this stage a client of the firm, and when it is known that Companies House processed the filings about these as well. I have already referred in my general assessment of Mr Alam as a witness to the fact that his account of what Mohammed said when he visited later on 13 August 2025 is consistent with – as I find – Mohammed having already at this stage convinced himself that he must have been deceived and defrauded by Bilal into agreeing the division of the family business. I do not, therefore, place any great weight on Mr Alam’s evidence on this point.

[225]So far as Dr Khan’s evidence is concerned, which was contained in his witness statement, he refers generally to what he was told by Mohammed after 13 August 2025. This, in the same way as Mr Alam, is consistent in my view with Mohammed having already convinced himself that he must have been deceived and defrauded by Bilal into agreeing the division of the family business. Dr Khan also refers to WhatsApp messages he exchanged with Bilal in an attempt to resolve the dispute, but it is clear that Mohammed was only prepared to discuss matters if Bilal transferred the three shares previously held by Shahelah, Mohammed and Robina in the Company back to him, which Bilal was not prepared to do, saying that this demand would “take us back to before 2022”.

[226]Late on 13 August Bilal sent a lengthy WhatsApp message to Mohammed and there was a further series of exchanges which are not altogether clear to understand. I am satisfied that what Bilal was actually saying at this point, in order to placate Mohammed, was that he would transfer the shares back to Mohammed once he had finished the deals they were working on. In my judgment, he was referring back to the previous plan under which he would acquire the two hotels, one in Scotland and the other in Huddersfield, with the Company giving a charge over Brighouse for that purpose, and then – assuming no further agreement was possible – to achieve a separation by this alternative means.

[227]It is possible that this was genuine or just a ruse to placate Mohammed in the short term. I do not, however, read this as a clear admission that Bilal had transferred Mohammed and Robina’s shares to himself without their knowledge or agreement. In his WhatsApp message to Ainy earlier that day, which she shared with Shahelah, he gave a consistent account, saying – amongst other things – “I don’t want anything from them but I’m not going to throw you and the kids in the gutter because Shahela and Shakeel are not happy with [the] agreement mum and dad made with me”.

[228]In any event, as Mr Chaisty submits, Mohammed and Robina do not plead and have not alleged that these subsequent exchanges have any legal effect so that they would be legally entitled to require the return of their shares even if the Share Swap Agreement and the J30 form are valid and effective according to their terms. That is not surprising, since even if what Bilal said had the status of a representation or assurance on which Mohammed and Robina were entitled to rely, the simple fact is that they did not rely on it, and proceeded from the outset to seek to enforce their asserted rights on the basis that Bilal had transferred their shares to himself without their knowledge or consent.

[229]The relationship between Bilal and the rest of the family swiftly deteriorated beyond repair, with Mohammed removing £1 million from the Company bank account and Bilal suspending Zia Amjad and then instructing Shakeel to stay away from the Ibis Hotel. Bilal decided to move up to Scotland, with a view to proceeding with the acquisition of the Scottish hotel as a back-up, but was unwilling to cede control of the business back to Mohammed. The end result was that Mohammed and Robina, pressured by Shakeel and Shahelah, made a complaint to the police of blackmail against Bilal and also instructed their solicitors to threaten and then issue civil proceedings against Bilal.

[230]I shall now address a number of further points made by the Petitioners to query the authenticity of the division agreement documents.

[231]The first point is that Bilal has failed to produce the originals of the Share Swap Agreement and J30 form. Bilal’s explanation is that he does not have them and that this is because they were removed from the filing cabinet in the front office at the Cambridge Hotel by, he believes, Shakeel.

[232]At first blush, this would appear to be a far-fetched suggestion. However, the evidence comes not from Bilal himself but from Mr Haider, who had made a short witness statement to this effect in October 2025, which was then effectively cut and pasted into his trial witness statement. The gist of Mr Haider’s evidence in his witness statement and in cross-examination was that he had seen Shakeel take something from the filing cabinet, that he did not know what Shakeel had taken, that it was unusual for Shakeel to come to the Cambridge Hotel, that he had telephoned Bilal to tell him about this, that sometime later Bilal had said that he was looking for some important documents in the filing cabinet which had gone missing, at which point he reminded Bilal what he had told him previously.

[233]Mr Haider maintained this account in cross-examination and also volunteered that on the same occasion Shakeel had also gone into the kitchen and afterwards he had noticed that the food hygiene certificate for Zia Amjad had gone missing from the wall, where it had previously hung. This appeared to me to be an irrelevant detail, but one which gave Mr Haider’s account some credibility.

[234]As I have said, generally Mr Haider came across to me as a reasonable witness who was not seeking to exaggerate or embellish. One point where the opposite might be argued was that in his witness statement Mr Haider had described Shakeel as a “a big man, very intimidating, and has a temper” and had said that he had once grabbed and shoved him aggressively. Shakeel is a tall man, but not a big one. He did not demonstrate any intimidating manner or temper inside court, either when giving evidence or otherwise. However, behaviour inside a court is not a sure guide to behaviour outside court, and I am prepared to accept that it may well be that Shakeel, by virtue of his position in the family business and his involvement in class A drugs, including having served custodial sentences in prison, may well have come across as intimidating to Mr Haider, as a smaller and younger man working for the family in a relatively junior position. Some of Shakeel’s WhatsApp messages certainly show that he can express himself intemperately.

[235]Under cross-examination Shakeel firmly denied this allegation. He made the point that there was no CCTV footage which showed his doing what was alleged, although Bilal also said that the CCTV at the Cambridge Hotel was over-written after two or four weeks, depending on the particular CCTV, so that since he had not thought to check initially it would have been too late afterwards.

[236]Overall, whilst it would be dangerous to make a firm finding on such a serious issue if this was the only significant evidential basis for Bilal’s case on authenticity, on the balance of probabilities and by reference to my assessment of the evidence overall on these key issues I am satisfied, albeit by a small margin, that Mr Haider is right and that Shakeel did indeed remove the original Share Swap Agreement and J30 form from the filing cabinet.

[237]Even if I am wrong about that, I am not persuaded that I can make the finding which the Petitioners would, I infer, really like me to make, which is that Bilal has deliberately withheld or destroyed the originals because he was fearful that if they were given to the experts for inspection they would have been able to conclude that Mohammed and Robina’s signatures were forged or copied and pasted and/or that the documents themselves had been produced after the event.

[238]The second point made by the Petitioners is that no reference to the Share Swap Agreement or the J30 form was made, and they were not produced, until 24 October 2025, when Bilal made his first witness statement in these proceedings.

[239]I have already referred to the initial WhatsApps messages from 13 August 2025 and concluded that, although it is not always clear what Bilal is saying and on what basis, it cannot clearly be concluded that he made no reference at all to having reached an agreement with Mohammed in relation to a division of the family business.

[240]In his prepared statement to the police, following a complaint made by Mohammed and Robina of blackmail against him, although he did not specifically refer to the company division documents, he did refer to “transfers and agreement [being] conducted transparently” and to it being “agreed that the business should be split. In that process my parents received assets and cash exceeding the value of their 50% shareholding”.

[241]Whilst no specific reference was made initially to these documents in the pre-action correspondence with the Petitioners’ solicitors beginning on 21 August 2025, it is clear that Bilal’s strategy at that stage, instigated so it appears by Mr Iqbal, was to go on the offensive against those solicitors rather than engaging with the substance of the correspondence. That strategy, whilst singularly unhelpful, does not justify an inference that it was adopted because Bilal was unable to produce the Share Swap Agreement or J30 form at that stage because they did not exist and had not even been conceived of by him.

[242]Further, upon receipt of the draft Petition provided by the Petitioners’ solicitors on 30 September 2025, Bilal replied on 6 October 2025 stating that “I hold the full set of legal and transactional records concerning Cambridge Hotel and Lodge Limited, including J30 forms, share-swap agreements and supporting documentation evidencing the validity of the relevant transactions”. Whilst it is also true that he did not respond to the solicitors’ subsequent request to provide copies, he had in his reply already asked them not to communicate further with him until he had appointed legal representatives and in his further reply explained about his illness and medical treatment.

[243]As soon as proceedings were issued, in his first witness statement made 24 October 2025 made in relation to the hearing scheduled on 28 October 2025, Bilal exhibited at “BS2” the J30 form, the Share Swap Agreement and the minutes of meeting of directors, and also made reference at paragraph 28 to an “agreed asset/share split” and at paragraph 18 to his belief that the original J30 stock and transfer forms were stolen and destroyed from the company’s filing cabinet, but that fortunately he had retained copies. As he said in that witness statement, and has not been contradicted, at that point he had only recently been discharged from hospital after being admitted for surgery to the brain following an MRI scan on 10 October 2025 and had been severely unwell for several weeks before that. He also referred to these documents in his second and third witness statements and referred to the evidence of Mr Haider as regards his seeing Shakeel removing documents from the filing cabinet.

[244]Insofar as the Petitioners are able to put forward a positive case on this issue, given that they cannot allege forgery or other fraud in relation to the documents, the necessary implication of what they say is that the Share Swap Agreement, the J30 form and the minutes can only have been produced some time shortly before 24 October 2025 and, it follows, that what appears to be Mohammed and Robina’s signatures to the first two must have been applied by someone as a deliberate forgery.

[245]One immediate objection to this is that it begs the question why the minutes were provided, in circumstances where they did not purport to be signed by Mohammed and Robina as well, even though both were directors of the Company at the time. If the intention had been to forge a complete set of transactional documents, it would have made obvious sense for forged signatures of both to have been applied to the minutes as well.

[246]More broadly it is difficult to see how Bilal, advised by Mr Iqbal, could rationally have decided to pursue the strategy which, on the Petitioners’ case, he did. The strategy would involve:(a) submitting documents to Companies House on 12 August 2025 which recorded a transfer of Mohammed and Robina’s shareholding in the Company, which had simply not been agreed or taken place;

(b) ensuring that Mohammed immediately saw the confirmations on 13 August 2025, whereupon there would inevitably have been an immediate and vigorous challenge;

(c) nonetheless, having developed no strategy to address that challenge other than to seek to deflect it by giving vague assurances that it was only temporary;

(d) fairly quickly moving with his family to Scotland, from where it would be more difficult to exercise close control over the Company and its hotels; and

(e) only after over two months had elapsed, producing backdated falsified documents which in fact referred to what was – as I have found – a not unreasonable division of the family business which is very different to the outright power grab which they accused him of, yet having had the foresight to file confirmation of a transfer of the PCH shareholding from the Company to Mohammed and Robina as at 11 August 2025 as well.

[247]Whilst I appreciate that it may always be argued that people can and do act impulsively in an improper way, and that they can and do subsequently adopt strategies which are equally impulsive as well as inconsistent and misconceived, it seems to me that the filing of the confirmation statement on 13 August 2025 showing the transfer of shares in PCH from the Company to Mohammed and Robina in particular is wholly inconsistent with this being part of some later impulsive attempt to cover his tracks by inventing a division agreement which had never happened and producing falsified documents which had never existed.

[248]Ultimately, I am satisfied that Bilal has proved that the Share Swap Agreement and the J30 form are authentic both on the narrow basis (i.e. that I cannot make any actual finding of forgery or fraud or any lesser finding which necessarily, even if only implicitly, leads to that conclusion) and on the wider basis (i.e. that I could, without making an actual finding of forged or fraud, conclude that Bilal has not proved that the documents are authentic, even if the basis for that finding necessarily, even if only implicitly, leads to that conclusion).

[249]Finally, since I have heard the case, and since in reality all of the points relevant to the allegations of fraud and forgery have been ventilated, even if an actual case has not been put, I should also say that on the basis of the evidence before me I would not have found that the Share Swap Agreement or the J30 forms had been forged or otherwise produced fraudulently. I say on the basis of the evidence before me because, as I have already said, even if I had allowed forgery to be advanced at this trial, that would not have enabled the Petitioners to seek to adduce further evidence on the point. It may well be that I would have allowed Bilal to put in further evidence on the point, but that would not have assisted the Petitioners. Whilst it is true that I have not seen Bilal tested in cross-examination specifically on the allegation of forgery, I do not think that this would have made any difference, given his response to the cross-examination which was put.

[250]On this final point, there is no need to repeat what I have already found or to go into further detail. It suffices to say that in reality there are two alternatives, where the first is forgery or other fraud by Bilal, aided and abetted by Mr Iqbal, and the second is that Mohammed and Robina did sign but have then under pressure re-written history to deny that they ever signed the documents. Whilst both alternative cases have some strengths and some weaknesses and some elements of plausibility and some elements of implausibility, on balance, and by reference to my assessment of the contemporaneous documents, the witnesses and my assessment of the inherent probabilities I am satisfied that the second explanation is overall and on the balance of probabilities more likely than the first explanation. G. The respective pleaded cases and the relevant legal principles.

[251]There is no need for me to recite the pleaded cases of Mohammed and Robina as against Bilal or his response and counterclaim. As indicated, the essential case relates to the alleged misappropriation by Bilal of their shares and their removal as directors and consequential exclusion from the management of the Company.

[252]There was no serious dispute as to the relevant legal principles in this regard, which are not controversial so far as this case is concerned.

[253]Although in another case there may have been more difficulties about the issue of the Petitioners’ standing to bring this claim, sensibly the parties have proceeded on the basis that the resolution of the primary issues in this case, i.e. the validity of the stock transfer form as executed by Mohammed and Robina in 2025 as well as the alleged conditionality of the stock transfer form executed by Shahelah in 2022 will in substance also address the question of their standing to present a petition one way or the other.

[254]As is well-known, s.994 of the Companies Act 2006 (CA 2006) provides as follows: (1) A member of a company may apply to the court by petition for an order under this Part on the ground — (a) that the company's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members (including at least himself), or (b) that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.

[255]It is common ground that, as matters stand, the Company has no members by reference to the definition of members in s.112 CA 2006, since there has never been any register of members and the subscriber to the memorandum of associated was a company formation executive.

[256]Nonetheless, it appears clear from the decision of Roth J in Re I Fit Global Limited

[2013] EWHC 2090 (Ch)

Helpfully referred to in Hollington on Shareholders Rights (10th edition) at par. 9-02. at paragraph 34 that each of the Petitioners would at all relevant times prior to the events with which I am concerned with have been regarded as members of the Company in such circumstances, given that it may reasonably be inferred from the undisputed facts, and specifically the Annual Return signed by Mohammed on 10 May 2024, that all three Petitioners as well as Bilal had agreed that each should be shareholders in the Company and, thus, members.

[257]However, by s.994(2) CA 2006, “a person who is not a member of a company, but to whom shares in the company have been transferred or transmitted by operation of law” may also apply under s.994. It would follow in my judgment that:(1) Shahelah, having admittedly signed a stock transfer form to Ainy in 2022, would have ceased to fall within the category of an agreed member unless she was able to establish some legal basis for asserting her right to have remained or reinstated as such; and

(2) Mohammed and Robina, if they signed the stock transfer form, would also have ceased to fall within that category assuming that the stock transfer form was an effective instrument.

[258]It follows that, as I have said, the resolution of these primary issues will resolve the issue of standing as well as resolving the substantive issues.

[259]Thus, it is common ground that if the Petitioners had been able to make out their primary case, then it would have been plain that Bilal’s conduct in wrongfully expropriating Mohammed and Robina’s shares and procuring their expulsion from office as directors would have amounted to unfair prejudice.

[260]In the Petition Mohammed and Robina also advanced a fall-back case based on an argument that the agreement to transfer the Company’s shareholding in PCH to Mohammed and Robina engaged s.190 CA 2006, and required a valid authorising shareholder resolution, which did not take place. On the evidence of what happened in August 2025 this is true as a matter of law and fact. However, since the transfer in question was a transfer of the Company’s shareholding in PCH to Mohammed and Robina themselves, then if that is the only allegation which could succeed it is plain and obvious that this could not be regarded as conduct unduly prejudicial to themselves, leaving aside the obvious point that this transfer was contemporaneous with, and part and parcel of the overall division agreement under which they agreed to and did transfer their 50% shareholding to Bilal, who thereby became the owner of the entire shareholding in the Company. Thus, this separate ground cannot assist Mohammed and Robina in isolation, which is all that it is given my findings on the primary issue.

[261]Further, although both the Petitioners on the one hand and Bilal on the other make allegations and counter-allegations against each other as regards their respective conduct after 13 August 2025, in reality none of these allegations can make any difference to the outcome based on my findings in relation to the division agreement.

[262]Thus, even though Mohammed did indeed withdraw £1 million from the Company’s bank account (which he subsequently reinstated), and even though there are allegations that he informed the local authorities of the dispute in circumstances which risked jeopardising their continuing to place and fund residents in the Company’s hotels, that could not justify the Court refusing to find unfair prejudice or deny Mohammed and Robina substantive relief under s.996 if I had been satisfied that Bilal had indeed wrongfully misappropriated their shareholdings and wrongfully removed them as directors.

[263]Conversely, if the Court is satisfied – as it is - that the division agreement was entered into in August 2025 and/or that the Share Swap Agreement and J30 form were produced and signed at the time and are effective according to their terms, then allegations based on Bilal’s conduct towards Mohammed and Robina when they visited the Cambridge Hotel after the 28 October 2025 or allegations of using Company funds for his own purposes and/or failing to make or keep proper Company records and accounts would not get the Petitioners home on their Petition, since they would already have failed in their essential allegation that they never agreed to transfer their shares to Bilal or to resign as directors.

[264]As regards Shahelah’s claim, I have said all that I need to in the previous section of this judgment and need say no more here. Again, it fails on the basis of the pleaded case and the facts as found by me. H. Conclusions.

[265]It follows from my findings of fact, and applying the relevant legal principles, that the Petition as brought by Mohammed and Robina fails on every basis, since they have failed in their challenge to the validity of the Share Swap Agreement and the J30 form, so that they cannot complain about the transfer of their shares in the Company to Bilal or about their removal as directors or thus their exclusion from the management or control of the Company. Any complaints about Bilal’s operation of the Company since 11 August 2025 are irrelevant, both as a matter of law because they have no right as non-members to make any such complaints and on the facts, because even if they had the right in theory to complain, in reality they have no basis for complaint that what Bilal, as the sole shareholder of the Company from 11 August 2025, has done as being unfairly prejudicial.

[266]It also follows from my findings of fact, and applying the relevant legal principles, that the Petition as brought by Shahelah fails because I am satisfied that she transferred her share in the Company to Ainy in full knowledge and without any reservation to the effect that the transfer was only temporary, or that she has pleaded or established any legal basis for asserting that any such agreement or understanding as she might otherwise have established can provide a basis for invalidating the transfer or for giving her a legal right to its return or can found any complaint that Bilal’s failure to do so amounts to unfair prejudice which entitles her to any relief.

[267]So far as Bilal’s counterclaim is concerned, he has pleaded a claim for a declaration that the Share Swap Agreement is valid and enforceable and that the transfer by Mohammed and Robina of their shares in the Company to him by Mohammed and Robina on 11 August 2025, and by Shahelah of her share in the Company to Ainy on 22 December 2022 were all lawful and effective. Subject to further submissions, I would accept that the Court should make a declaration to that effect. Given that Ainy is not a party to the Petition I do not think that I could or should make a declaration as sought that the four issued shares of the Company are and have since 11 August 2025 been held legally and beneficially by Bilal.

[268]The position as regards the removal of Mohammed and Robina as directors is less obvious. Although it is pleaded (see for example paragraph 21 of the Defence) that their directorships were lawfully terminated with their knowledge and consent, since so far as I can see there is nothing in the Share Swap Agreement or the J30 form (or, indeed, the purported minutes of meeting of directors) which has that effect, the basis for such an assertion is unclear. Nonetheless, this would appear to have no relevance in practical terms, since Mohammed and Robina have no basis for opposing their lawful removal as directors and since Bilal and Ainy are now in full control of the Company and can lawfully remove them even if that has not already been done. Further, since Bilal can now regularise matters by ensuring that a register of members is created and maintained, so far as I can see there is no need to make any orders in that respect.

[269]Bilal has also pleaded a claim for an injunction to restrain Mohammed and Robina from making any further damaging communications with third parties as regards the affairs of the Company, but on current evidence I do not consider that such an injunction is necessary.

[270]Bilal has also pleaded a claim for damages for loss of goodwill and financial loss caused by the actions of Mohammed and Robina. The basis for this is not explained nor obvious, insofar as that purports to be a claim asserted by him in person. In submissions, Mr Chaisty said that all rights which the Company might have to make a claim against Mohammed and/or Robina as regards their conduct post 11 August 2025 were reserved. The precise legal basis for asserting such a claim against persons who by that stage were – as I have now found – no longer shareholders and who Bilal had purported to remove as directors, was not explained, especially since the £1 million removed by Mohammed from the Company’s bank account has been returned. In any event, it will be obvious that it would be a much better use of the parties’ time and money to seek to agree a sensible final separation agreement than to engage in further litigation which, I suspect, would largely be a pointless continuation of this damaging inter-family dispute, in particular when it would appear to follow from my determinations that there is no need for a stage two process in this case.

[271]Bilal had also pleaded a cross-petition seeking a sale order of Mohammed and Robina’s shares in the Company, but this was contingent on the court determining that they still held their shares, which of course it has not. The cross-petition seeks various other relief, but it is not immediately clear what, if any, of this relief is or could be pursued by Bilal in his own name above and beyond the declaratory relief to which I have already referred above in relation to his counterclaim, so that if anything further is sought it would have to be identified and the basis explained.

[272]I will deal with all such matters at the consequential matters hearing listed following the handing down of this judgment in approved form. End.