Azadeh Amanda Navaian & Anor v King Charles III Charitable Fund & Ors

On an application for summary judgment, a proposed collaborative fundraising arrangement will not be enforceable where the parties did not objectively intend immediate legal relations and the alleged obligations remain uncertain. An agreement to work towards a future arrangement is no more than an agreement to agree. A misrepresentation claim must identify an actionable false statement of fact or law which induced a contract and caused loss; unfulfilled intentions or promises do not, without more, establish misrepresentation. The tort of interference with economic relations requires intended loss, unlawful means independently actionable by the third party, and interference with that party’s freedom to deal with the claimant. A pleaded claim may proceed where there is an arguable separate reimbursement agreement, even though the other claims have no realistic prospect of success.

The claim arose from proposed fundraising projects involving a sustainable fashion business, a charity food initiative and a fundraising dinner. The claimants alleged breach of an oral agreement made at a meeting on 29 April 2024, misrepresentation and unlawful interference with economic relations. The defendants applied for strike out or summary judgment, contending that the alleged oral agreement was unenforceable, the pleadings disclosed no viable misrepresentation or economic-torts claim, and the pleaded losses were legally defective.

FareShare accepted that a separate agreement existed to reimburse qualifying expenses up to £25,000. The central issues were whether the alleged oral agreement had been concluded, whether the other causes of action were properly pleaded and whether the reimbursement claim could proceed.

1. Disposition. Summary judgment was granted for the defendants on all claims except the claim for expenses up to £25,000 against FareShare. The claimants were given 28 days to serve amended particulars confined to that claim. If they failed to do so, the claim was to be struck out.
2. The alleged oral agreement had no realistic prospect of being established. The parties’ discussions were preliminary, later documents showed that a further agreement was contemplated, and the arrangement was best characterised as an agreement to agree. The parties, contractual obligations, performance standards and termination rights were also insufficiently identified. The court therefore found no realistic prospect that the parties intended to create legal relations or that the alleged terms were sufficiently certain. The alternative argument under section 59 of the Charities Act 1992 was not decided.
3. The misrepresentation claim was fundamentally defective. It did not identify an actionable false statement of fact or law which induced entry into a binding contract. Statements of intention or aspiration are not statements of fact unless the maker lacked the stated intention when speaking. The pleading also failed to particularise fraud, deceit or negligent misstatement.
4. The economic-interference claim failed to plead independently actionable unlawful means, interference with a third party’s freedom to deal with the claimants, or an intention to cause loss. The defendants were entitled to end their participation, and the pleaded facts did not support an inference that they intended to harm the claimants.
5. The separate reimbursement agreement was arguable. FareShare accepted that expenses had been incurred and that the agreement fell outside the FareShare Contract. The absence of a clearly agreed itemised-invoice requirement did not justify summary disposal of the claim.
6. The court did not determine the alternative abuse-of-process ground. It also declined to decide whether the FareShare Contract excluded the other claims, since those claims had already failed on their merits and the reimbursement claim was accepted to be outside its scope.