Aeropay Ltd & Anor v Bentolila

Company payments made by an employee or consultant are repayable where they were not authorised for company purposes. A defendant who asserts that payments were justified by an oral bonus agreement, reimbursement of expenses, or another business purpose must establish that justification on the evidence. Where the defendant elects not to give evidence and the surrounding documents and circumstances do not support the alleged authority, the court may reject the justification. The court may assess each payment by its apparent purpose, destination, and relationship to the company’s actual requirements. Items delivered to the defendant’s home or plainly suited to domestic use may be treated as personal expenditure in the absence of cogent evidence to the contrary.

Aeropay Limited and Pacific Network Services (Europe) Limited claimed repayment from William Bentolila for alleged misuse of company cheques and two company credit cards. Mr Bentolila had worked for PacNet as a consultant before becoming Aeropay’s Chief Operating Officer. He had access to signed and stamped cheques and company credit cards.

The claims concerned payments made to Mr Bentolila, third parties, retailers, and service providers. He contended that some payments represented a substantial oral bonus, bribes connected with Russian bank accounts, reimbursement of expenses, or legitimate company expenditure. He did not serve the witness statement required by an interlocutory order and therefore did not give evidence at trial. The central issue was whether the disputed payments were authorised company expenditure or personal expenditure.

1. Judgment for the claimants. The defendant was liable to repay the disputed sums, subject to agreed deductions for two laptops and associated software purchased for proper business purposes.
2. The alleged £100,000 oral bonus was not established. The written employment contract provided a different, conditional bonus formula, payable only after Aeropay became profitable and recovered its start-up losses. The court regarded it as inherently highly improbable that the parties had simultaneously agreed an unconditional payment of £100,000. The defendant’s failure to give evidence, and his earlier failure to rely on the alleged bonus when asked to explain payments, further undermined the contention.
3. The alleged payments for Russian banking arrangements were also unsupported. An email referring to a possible small bribe did not authorise later payments totalling approximately £45,000 or £60,000, nor did it establish that the disputed cheques were used for that purpose.
4. Claims for reimbursement of personal expenditure failed because there was no evidence that the payments represented proper company expenditure. The court did not need to decide the full effect of the contractual requirement for prior written approval of expenses.
5. The payments to retailers and suppliers were unauthorised. Their domestic character, delivery to the defendant’s home, absence from the fully equipped office, and lack of evidence explaining a business purpose justified treating them as personal expenditure. The same approach applied to the PacNet and Aeropay credit-card transactions, including travel, household, entertainment, consumer-electronic and other personal items.
6. The claimants abandoned their proposed proprietary tracing remedy. Relief was therefore confined to monetary judgment, with the agreed adjustment for the properly authorised Russian laptop expenditure.