Amanda Louise Staveley v Victor Restis

On an application to set aside a statutory demand, the debtor must show a genuine dispute supported by substantial grounds. A merely arguable or fanciful dispute is insufficient. The court must examine the evidence critically, but should reject sworn evidence only in a clear case, particularly where the documents plainly contradict it.

Later agreements containing entire-agreement and integration clauses may supersede an earlier arbitration clause. A signed written acknowledgment of liability binds the signatory, whether or not the document was read or its legal effect understood. Commercial pressure, without illegitimate pressure, does not establish duress. Actual undue influence and misrepresentation require evidence of influence, inducement and causation. Technical objections to a promissory note will fail where the instrument remains enforceable or independently constitutes a clear admission of liability.

The applicant sought to set aside a statutory demand served by the respondent for sums arising from an historic loan. The demand included the balance of the primary loan, interest and legal costs said to be payable under separate promissory notes.

The respondent did not pursue the legal-cost and interest elements. The court therefore considered whether the remaining primary-loan liability was subject to arbitration, whether the applicant was personally liable under later agreements and a promissory note, and whether duress, undue influence, misrepresentation or technical defects created a substantial dispute.

1. Disposition. The demand was defective insofar as it sought payment of a promissory note payable to Mr Neocleous, who was not the creditor named in the demand. That claim could only be pursued by him separately. The interest and legal-cost claims were not pursued. The application was dismissed in relation to the remaining balance of the primary loan, stated to be £3,477,000.
2. Arbitration. The arbitration clause in the 2016 deed was superseded by the Final Release, the Facilitation Deed and the later amendment deeds, which contained entire-agreement or supersession provisions. The promissory note also provided for disputes to be resolved by the competent court in the United Kingdom. The dispute could therefore be determined by the court.
3. Liability. The 7 January 2021 agreement and the promissory note plainly recorded Ms Staveley’s personal liability. The signed agreements were binding whether or not she had read them or understood their precise legal effect. The promissory note was a freestanding obligation and, alternatively, a strong contemporaneous admission of liability.
4. Promissory-note objections. Delivery was established by authorised collection from Ms Staveley’s office. Presentment at a particular place was not required on the facts, and the parties could vary the mode and timing of presentment. Failure to present on the due date did not discharge the underlying liability. Written communications requesting payment sufficiently identified non-payment and amounted to notice of dishonour; any presentment deficiencies were also waived by subsequent promises to pay.
5. Duress and undue influence. The respondent’s pursuit of payment was legitimate commercial pressure. There was no evidence of threats of violence or other illegitimate pressure. The evidence did not establish that influence was exercised or undue, and Ms Staveley’s medical condition did not materially affect her capacity when the relevant documents were signed. The actual-undue-influence case therefore failed.
6. Misrepresentation. The alleged statements about legal advice and unchanged terms were unsupported, were not shown to have induced execution of the relevant documents, and were inconsistent with the documents and surrounding communications. The entire-agreement and integration clauses operated as contractual estoppels and satisfied the reasonableness requirement on the facts.
7. The allegation that payment might facilitate a crime because the source of the loan funds was uncertain was wholly without merit.

Permission was given to present a bankruptcy petition on or after 22 April 2024, with the presentation period extended by 21 days.

First-instance decision. No appellate history was stated in the judgment.