“During this period you will not be entitled to trade. We therefore recommend you take this action urgently.”
“When I was leaving store got this notice from Pepe’s. It looks like I am in deep trouble, please advise how to proceed further.”
“16.3 The Franchisor may, without prejudice to any other rights or remedies available to it, terminate this agreement by written notice to the Franchisee, upon a material breach of this agreement and the following shall be deemed to be a material breach but the list shall not be deemed to be exhaustive, and upon such termination all rights of the Franchisee under this agreement shall cease: … 16.3.14 if the Franchisee or the Guarantor behaves in an immoral manner or in any other way which brings the Franchisor or the Franchisee into disrepute…”
“… The necessary ingredients of the conspiracy alleged are: (1) there must be a combination; (2) the combination must be to use unlawful means; (3) there must be an intention to injure a claimant by the use of those unlawful means; and (4) the use of the unlawful means must cause a claimant to suffer loss or damage as a result.”
“it is sufficient if two or more persons combine with a common intention, or, in other words, that they deliberately combine, albeit tacitly, to achieve a common end”
“When the whole object of the defendants’ action is to capture the plaintiff's business, their gain must be his loss. How stands the matter then? The divergence disappears. The defendants’ success is the plaintiff's extinction, and they cannot seek the one without ensuing the other.”
"Lord Sumner is taking the situation where loss to plaintiff must follow from the object of the conspiracy. He was taking the case where the proved facts exclude every other inference. As Lord Nicholls put it, the gain and the loss are inseparably linked."
“… If the reasons which actuate the defendant to use unlawful means are wholly independent of a wish to interfere with the plaintiff's business, such interference being no more than an incidental consequence foreseen by and gratifying to the defendant, we think that to impose liability would be to stretch the tort too far.”
“… I would support Arden LJ’s view at [127] that it is a defence to an action for conspiracy to injure by unlawful means if the defendant not only acted to protect his own interests, but did so in the belief that he had a lawful right to act as he did. Just as the tort of conspiracy to induce a breach of contract is not committed if the defendant believes that the outcome sought by him will not involve a breach of contract, … so a defendant should not be liable for conspiracy to injure if he believes that he has a lawful right to do what he is doing…”
“… acts intended to cause loss to the claimant by interfering with the freedom of a third party in a way which is unlawful as against that third party and which is intended to cause loss to the claimant. It does not in my opinion include acts which may be unlawful against a third party but which do not affect his freedom to deal with the claimant.”
“As Lord Hoffmann explains, any liability for this tort is primary (unlike the accessory liability which arises under the principle in Lumley v Gye (1853) 2 E & B 216 where the defendant induces a contracting party to commit an actionable wrong against the claimant) and it arises where the defendant, generally to advance his own purposes, intentionally injures the claimant's economic interests by unlawfully interfering with a third party's freedom to deal with him. In this tort there is no question of the third party's conduct (which ex hypothesi will have been inhibited or obstructed by the defendant's actions) being unlawful vis-à-vis the claimant; if it were, the case would be one of Lumley v Gye secondary liability. Rather the unlawfulness is that of the defendant towards the third party and the defendant's conduct must be such as would be actionable at the suit of the third party had he suffered loss. To define and circumscribe the tort in this way seems to be not only faithful to its origins as described by Lord Lindley in Quinn v Leatham[1901] AC 495 , 535, and consistent with the great bulk of authority which has considered the tort over the ensuing century, but also to confine it to manageable and readily comprehensible limits…”
“40. The question of what counts as knowledge for the purposes of liability for inducing a breach of contract has also been the subject of a consistent line of decisions. In Emerald Construction Co Ltd v Lowthian[1966] 1 WLR 691 , union officials threatened a building contractor with a strike unless he terminated a sub-contract for the supply of labour. The defendants obviously knew that there was a contract - they wanted it terminated - but the court found that they did not know its terms and, in particular, how soon it could be terminated. Lord Denning MR said (at pp. 700-701) “Even if they did not know the actual terms of the contract, but had the means of knowledge - which they deliberately disregarded - that would be enough. Like the man who turns a blind eye. So here, if the officers deliberately sought to get this contract terminated, heedless of its terms, regardless whether it was terminated by breach or not, they would do wrong. For it is unlawful for a third person to procure a breach of contract knowingly, or recklessly, indifferent whether it is a breach or not.”
“In the light of these considerations [about the unreliability of memory], the best approach for a judge to adopt in the trial of a commercial case is, in my view, to place little if any reliance at all on witnesses' recollections of what was said in meetings and conversations, and to base factual findings on inferences drawn from the documentary evidence and known or probable facts. This does not mean that oral testimony serves no useful purpose – though its utility is often disproportionate to its length. But its value lies largely, as I see it, in the opportunity which cross-examination affords to subject the documentary record to critical scrutiny and to gauge the personality, motivations and working practices of a witness, rather than in testimony of what the witness recalls of particular conversations and events. Above all, it is important to avoid the fallacy of supposing that, because a witness has confidence in his or her recollection and is honest, evidence based on that recollection provides any reliable guide to the truth.”
“We don’t want to over advertise to avoid potential buyers think [sic] we are desperate but at the same time we have made up our mind and would like to exit ASAP to avoid further loses. [sic]” iv) On5 August 2014 , Mr Sawyer sent to Mr Khan a note of a meeting that had taken place at Pepe’s Head Office on the preceding day, in the form of a proposed email to Mr Junaid and Mr Qureshi. Under the hearing “Store Profit & Loss”, Mr Sawyer wrote: “You [i.e. Mr Junaid and Mr Qureshi] explained that you were not achieving the franchise projections originally provided to you.” v) Mr Qureshi also sent an email to Pepe’s Head Office on29 April 2015 with a proposal to pay off the then outstanding debt owed by Food Trends to Pepe’s of£11,735.50 over a period of 18 months. In that email, he stated: “You know that it has been an uphill task to run the store and dispose off [sic] our liabilities given the unforeseen / unplanned setup cost especially when all efforts to sell the business failed as well.”
“2013 accounts submitted to companies house (cooked)”
“Food Trends Ltd has acquired Pepe’s Piri Piri franchise for Northampton and currently running this business for nearly three years. Franchise agreement and property lease agreement copies have been attached and can be referred to in Appendix A and B.”
“Both partners will not withdraw any monies from the business in year 1 as it is their strategic goal to open the next store in
“With our experience we want to team up with the Potential Investors for different food outlets.”
“… Meeting with Naeem set for 5:45 on Wednesday 25 June. He will confirm if anything changes…”
“… I am under immense pressure as I have leveraged myself completely and to the last penny, as you know we are struggling with opening the new store the re-payments have already started. I am even putting my weekly money, Asma’s [i.e. Dr Ali’s] salary towards the system but am finding it very difficult to keep things going. I have been using my credit cards for day to day to save cash but that too is fast accumulating…”
“Naeem Bhai, tried to call you. Zulfi will be free at 5pm. He was asking what’s the plan. His phone battery is very low.”
“What’s the update with the Franchisor contract and when are we going to meet with Munir. This was discussed last month and please provide us with some updates as this is an urgent priority. 1 – we have an agreement to run the management together for both premises. 2 – How will they run the Rios [sic], they said they will utilise the existing senior staff across both stored [sic] to save cost 3 – both stores can share the resources to minimise the cost and help out each other 4 – Cost efficiency and cost of sales can be brought down by working together and buying power is increased bringing costs down 5 – last year you said you were going to buy 10% back in November what are the plans for this.”
“we have an agreement to run the management together for both premises”
“Following our meeting on 06th of March 2016 I had several individual meetings with all the stakeholders, and I can confirm that we are now in a position to move towards resolution. From today we will take following steps accordingly to resolve current situation. Lease renewal for premises – Current lease holder Food Trends Ltd is in negative equity and cannot sustain itself, all shareholders agreed to dissolve the company and new company will take over the premises and business, all the current shareholders will remain grantors [sic] in the lease. All of you are aware only four years left in the current lease for the break clause and also rent review is due in July 2016 hence all the shareholders are in agreement to renew the lease. I have informed the landlord and he has agreed for the renewal, he has already instructed his solicitors…”
“Due to negative equity in Food Trends going forward it is very difficult to maintain and balance the accounts, accountant’s advice is to dissolve the company immediately to reduce liabilities and cost savings. New company has been created and share holdings will be allocated accordingly…”
“Today Mr. Masroor [i.e. Mr Qureshi] has called me today [sic] and agreed to do the daily cash for a few days and will provide me with the details regularly. According to him Mr Adnan will do the other operations including staff rota and ordering etc. Masroor is willing to train nominated manager for one month only, after one month he will not provide any training or take responsibility but is willing to work as staff. Meanwhile if all the shareholders agree to his model, which he presented in the shareholders meeting, he will take full responsibility of the business.”
“Meanwhile if anyone has concerns or suggestions please respond in writing.”
“Please send me full name of your company so I can submit 25% shares transfer form”
“… Sorry to disturb you at this time, I was informed by staff that they have closed the shop. I am not sure what there [sic] intensions [sic] are, I am quite concern [sic] about their motives and would like to discuss it with you on emergency basis…”
“Closed for refurbishment. InshaAllah try to finish work within week. Hopefully sort out all details tomorrow.”
“We confirm that you should carry out actions listed at 3(a) to (h) as soon as possible. The goods and services under Clause 8.4 will be suspended until rectification or7 June 2016 whichever is the earlier to our client’s satisfaction. This should be more than ample time for the breaches to be rectified. During this period you will not be entitled to trade. We therefore recommend that you take this action urgently.”
“This is to remind you that on a number of previous meetings [sic] we have advised you to inform the Pepes [sic] franchise of OSI’s involvement in Food Trends Ltd… as an investor, OSI have asked you [a] number of times for the past few months to arrange a meeting with Pepes [sic] Management to discuss our ownership and management model and future management involvement. To date this has not been arranged, so that we can continue to trade after the refurbishment and lease transfer has taken place. As we are now in this situation we do not have any contract with Pepes [sic] Piri Piri franchise so therefore OSI cannot trade as Pepes [sic] Piri Piri…”
“… draft licence to sub-let will be e-mailed to yourselves next week… we require a bank reference to confirm the under-tenant can meet the yearly rent…”
“New proposed tenants wanted [sic] to start the business while we are in process of sublease. Can you please check whether it is permissible or we need some sort of approval verbal / written from landlord. If needed can you please arrange it for us.”
“My Lords, one can leave aside the tort of conspiracy to injure a man in his trade or business. Hadmor does not rely on that for reasons that are obvious in view of the recent decision of this House in Lonrho Ltd v. Shell Petroleum Co. Ltd. (No. 2) [1983] 3 W.L.R. 33; however misguided the purpose of A.C.T.T. in threatening the blacking may have been, that purpose was not to injure Hadmor however inevitably injury to Hadmor might be one result of the blacking. As already mentioned in connection with issue (i), the tort upon which Hadmor relies is interference with its trade or business by unlawful means; and the unlawful means relied upon consisted in the acts of Hamilton and Bould in threatening that they would induce other persons, viz. A.C.T.T. members employed by Thames, to break their contracts of employment with Thames. Such an act is capable of constituting unlawful means, and if its effect is to cause damage to someone, even though he is not a party to the contract threatened to be broken, by interfering with that third party’s trade or business, it is actionable as a tort to which the name “intimidation” was attached by this House in Rookes v Barnard [1964] A.C. 1129…”
“Unlawful means therefore consists of acts intended to cause loss to the claimant by interfering with the freedom of a third party in a way which is unlawful as against that third party and which is intended to cause loss to the claimant. It does not in my opinion include acts which may be unlawful against a third party but which do not affect his freedom to deal with the claimant.”
“… In this tort there is no question of the third party's conduct (which ex hypothesi will have been inhibited or obstructed by the defendant's actions) being unlawful vis-à-vis the claimant; if it were, the case would be one of Lumley v Gye secondary liability. Rather the unlawfulness is that of the defendant towards the third party and the defendant's conduct must be such as would be actionable at the suit of the third party had he suffered loss…”
“[Food Trends] had consistently shown an insolvent balance sheet position since inception which worsened as time progressed. In the abbreviated accounts filed for [Food Trends] for the period ended30 September 2011 , the company had cash of£3,296 and a net liabilities position of£85,693 . In the last set of abbreviated accounts filed for [Food Trends] for the year ended30 September 2014 , the company had cash of£648 , and a net liabilities position of£293,525 .”
“… it is not clear which marketing expenditure was additional, beyond Mr Sawyer’s reference to television, cinema and radio spending increasing significantly…”
“… I accept that management time spent on preparing a claim for damages for breach of contract is not recoverable as damages. I also accept that it is not recoverable as costs, and so is irrecoverable. That is the law…”