Ahmed v Khalifa

An alleged oral commercial agreement must be proved on the evidence as a whole. In assessing disputed recollections, the court should test witness evidence against contemporaneous documents, objective facts, motives and inherent probabilities. An informal, step-by-step arrangement to arrange particular meetings does not establish an overarching appointment, exclusivity, fixed remuneration or a guaranteed number of future meetings. Where no such terms are proved, the arrangement may be terminable at will and damages for unarranged meetings or an alleged notice period cannot be recovered.

The claimants alleged that the defendant had agreed by telephone to appoint Mr Ahmed exclusively to arrange meetings with 26 Bollywood stars, paying US$1.5 million per meeting and a bonus for every third meeting. They claimed unpaid sums for meetings that occurred, damages for meetings that did not occur, damages for alleged breach of exclusivity and inadequate notice, and US$500,000 for TOIFA sponsorship.

The defendant denied the alleged agreement and contended that the parties proceeded on a meeting-by-meeting basis. The central issues were whether the alleged 7 January 2016 agreement existed, whether its material terms were proved, whether any continuing or exclusive appointment existed, and whether the sponsorship payment had been agreed.

1. The claims were dismissed. The claimants failed to prove the alleged agreement made during the 7 January 2016 telephone call, including the alleged list of 26 stars, exclusivity, the US$1.5 million fee and the bonus arrangement.
2. In resolving the acute conflicts of evidence, the court applied the approach reflected in Armagas Ltd v Mundogas SA (The Ocean Frost) [1985] 1 Lloyd's Rep. 1, approved in Grace Shipping v Sharp & Co [1987] 1 Lloyd’s Rep 207, and reflected in Gestmin SGPS SA v Credit Suisse (UK) Ltd [2013] EWHC 3560 (Comm). Contemporary documents, the absence of documents which would ordinarily have existed, the inherent probabilities and the witnesses’ motives were particularly important.
3. The evidence instead showed a loose, step-by-step arrangement under which the defendant requested meetings with particular stars and generously rewarded the claimant’s work. The authorisation bonds created no exclusivity, imposed no obligation on the claimant to arrange meetings, and were revocable at will. They therefore contradicted, rather than supported, the alleged overarching agreement.
4. Because no exclusive or general appointment was proved, the defendant was entitled to arrange meetings through another intermediary. The alternative claim based on inadequate notice also failed. Even if notice had been required, the defendant was not contractually obliged to arrange meetings during the notice period.
5. The TOIFA sponsorship claim also failed. The alleged US$500,000 agreement was unsupported by contemporaneous documentation or independent corroboration and was inherently improbable.