Blue Rock Capital Limited v Miride Management Limited

ICC Judge Agnello KC : Introduction

1. By application notice dated 5 June 2025, the Applicant applied for an injunction to restrain the Respondent from presenting a winding-up petition against it on the grounds that the debt was disputed on substantial grounds. The matter came before the court on 16 June 2025 when an appropriate undertaking was provided by the Respondent and directions were made by the Court for evidence. This is the judgment of the inter partes hearing.

2. In the statutory demand, the Respondent claims the sum of £53,876 relating to unpaid rent due by the Applicant to the Respondent pursuant to a ‘Company Let Agreement’ dated 14 May 2024 under which monthly rent in the sum of £10,950 was due. The statutory demand states that only £77,524 has been paid by the Applicant in relation to the rent charged between May 2024 and April 2025.

3. The Applicant asserts :- (1) that Mr Ghosal of the Applicant and Mr Gill of the Respondent agreed in March 2025 that no further demands for rent would be made by the Respondent and no further payments would be due from the Applicant to the Respondent until the sums owed personally by Mr Gill to Mr Ghosal personally had been repaid ; and (2) that an agreement was reached between the parties pursuant to which the sums due in relation to the first two months rent ( May and June 2024 ) were agreed to be credited by the Respondent as a result of works carried out by the Applicant at the relevant properties. Additionally, Mr Ghosal of the Applicant made a payment to Mr Gill of the Respondent of £10,000 which Mr Ghosal asserts was part of the onboarding costs and the first two months of rent. Accordingly, the Applicant asserts that the first two monthly rental payments have been paid and/or waived.

4. The Respondent disputes that on the evidence, the Applicant has satisfied the court to the appropriate standard, that the debt is disputed on grounds which appear to the court to be substantial grounds, in good faith. The Respondent asserts that the Applicant have failed, on the evidence, to satisfy the test. There is, it is submitted, a lack of cogent evidence.

5. Both parties are agreed as to the appropriate test which the court applies to these cases and therefore I turn to the evidence which has been filed in order to consider the issues. The evidence

6. Mr Ghosal is the sole director and shareholder of the Applicant company and Mr Gill is the sole director and shareholder of the Respondent company. Both companies operate in the real estate industry. According to the evidence, Mr Ghosal and Mr Gill have known each for years and according to the evidence of Mr Ghosal, they have worked together in various businesses throughout the years. The exhibited Whatsapp messages exchanges as between the two of them have a degree of informality including referring to each other as ‘uncle’ and ‘nephew’ although there is a denial that this accords with their actual family position. They also deal with their respective company’s issues with a level of informality according to some of the Whatsapp messages.

7. According to Mr Ghosal, he has personally lent considerable sums to Mr Gill. Mr Ghosal accepts that on 14 May 2024, the Applicant and the Respondent entered into the Company Let Agreement. He accepts that under the written terms of that Agreement, the Applicant agreed to pay to the Respondent a rental sum of £10,950 per calendar month in consideration of the Respondent allowing the Applicant to have exclusive access to four properties known as 350,350A, 352 and 352A Greenford Avenue London W7 3DA.

8. In his witness statement dated 5 June 2025, Mr Ghosal states that there were numerous oral agreements effectively varying the obligations of the Applicant and the Respondent under the Company Let Agreement.

9. He states that in around June/July 2024, it was agreed between the Applicant and the Respondent that an adjustment would be applied in relation to the rent due under the Agreement for the first two months of the Company Let Agreement due to the works undertaken by the Applicant to the properties which he asserted under the terms of the agreement were the responsibility of the Respondent. These works included but were not limited to installing gas meters, undertaking a deep clean of the properties, furnishing of white goods to the properties and other general onboarding costs for the purposes of being able to let the properties.

10. Mr Gill collected the sum of £10,000 in cash from Mr Ghosal at his home which it was agreed between Mr Ghosal and Mr Gill would be applied towards the first two months rent. Mr Ghosal states that this was agreed between them in telephone conversations and on visits to the properties.

11. Mr Ghosal relies upon an email dated 7 July 2024 from Mr Gill as a director of the Respondent where Mr Gill stated, ‘just to confirm the [sic] following first 2 months rent has been used for rent adjustments and the initial onboarding costs approved by the landlord’.

12. In around September 2024, Mr Ghosal made a short term loan to Mr Gill personally in the sum of £60,000 with interest accruing at the rate of 4% per month. This was a personal loan which was unsecured and which Mr Ghosal stated was for a period of 12 months. This loan was transferred in three instalments:- a. £20,000 in cash at Mr Gill’s premises at Kings Arms Court, 109 Coldharbour Lane, Hayes, b. A second instalment was made by bank transfer in a total sum of £5,000 by various transfers made by way of five separate transactions which are highlighted in the bank statements exhibited by Mr Ghosal; c. A further cash loan of £20,000.

13. There is no documentary evidence evidencing the cash payments Mr Ghosal asserts he made to Mr Gill. In his evidence Mr Ghosal states that Mr Gill would regularly contact him and ask to borrow money. Mr Ghosal states that he demanded on various occasions repayment of the loan of £60,000 in telephone conversations or in person. He states the sums were not repaid by Mr Gill.

14. In around early October 2024, Mr Ghosal agreed with Mr Gill that they would exchange title to their respective motor vehicles the difference in value in which would be attributable towards the loan of £60,000 and set off against Mr Gill’s liability to Mr Ghosal.

15. Mr Ghosal handed two sets of keys and the V5 form to Mr Gill in relation to Mr Ghosal’s Range Rover Vogue. In exchange, Mr Gill provided him with the keys to his Bentley Bentayga vehicle. The respective values attributed to the respective vehicles were £20,000 and £65,000. Mr Ghosal states that Mr Gill stated that the Bentley was free from finance. The difference in value in the vehicles reduced, by agreement, the loan by £15,000. Thereafter, Mr Gill requested further loans from Mr Ghosal this time in the sum of £30,000.

16. Thereafter Mr Ghosal discovered that there was finance remaining on the Bentley which effectively reduced its value from £65,000 to £13,919. Mr Ghosal states that he therefore calculated that Mr Gill personally owed Mr Ghosal £103,248.00, being £15,000, of the £60,000 loan, £30,000 of the second loan, £52,167 relating to the outstanding finance on the Bentley and what Mr Ghosal called the vehicle deficit relating to the respective values of the two vehicles.

17. At a meeting in March 2025 between the two of them, Mr Gill stated that he was unable to pay the debt and he offered to Mr Ghosal an arrangement whereby the Respondent would make no further demands for rent due under the Company Let Agreement and that, in satisfaction of the outstanding debt due to Mr Ghosal, Mr Gill would make payments directly to the Respondent in discharge of the Applicant’s obligations. This was agreed by Mr Ghosal so that effectively it was Mr Gill who would personally pay the sums due from the Applicant to the Respondent under the Agreement up to the value of the debt due. Mr Ghosal states that both he and Mr Gill agreed this arrangement in their personal capacity as well as directors of the respective companies. The sum due under the demand is £53,876 and Mr Ghosal asserts that even if the debt due from the Applicant and the Respondent is an increased sum of £75,126, the oral agreement between the parties prevents that sum being the subject of a winding- up petition as it is disputed.

18. Mr Gill’s evidence is set out in his witness statement dated 20 June 2025. He denies that there was any agreement in relation to a rent waiver and exhibits some further Whatsapp messages. He also asserts that the works which Mr Ghosal states were carried out by the Applicant were actually part of the liability of the Applicant under clause 2 of the Company Let Agreement. Mr Gill accepts that Mr Ghosal has loaned him personally sums of money but denies that the sums loaned totalled £70,000 in cash. He states that Mr Ghosal has only produced evidence of £20,000 being transferred over to Mr Gill.

19. As to the vehicle transfer, Mr Gill states that he informed Mr Ghosal that the Bentley had finance outstanding. He asserts that Mr Ghosal has failed to establish that a personal loan was made to him by Mr Ghosal of £90,000. He also asserts that had the oral agreement existed, Mr Gill would not have been chasing Mr Ghosal for payment of the sums due under the terms of the Company Let Agreemnt. Mr Gill does not state in his evidence exactly how much money was lent to him, but concentrates his evidence in asserting that Mr Ghosal has not substantiated the sums he asserts had been lent.

20. Ms Bunbury submits that there is simply no dispute that the rental sums due under the Company Let Agreement are due. She submits that the assertion that there was some waiver or agreement in relation to the first two rental payments is not credible because the Applicant has failed to explain why, despite the alleged agreement, the Applicant made two payments to the Respondent, one being £1,000 on 12 July 2024 and £11,680 on 23 July 2024.

21. She submits that the email relied upon by Mr Ghosal was, according to Mr Gill, drafted by Mr Ghosal and she submits it does not represent the position. There is also, she submits, no evidence of the alleged works carried out by the Applicant.

22. In relation to the oral agreement between Mr Ghosal and Mr Gill relating to the sums personally loaned to Mr Gill being repaid by Mr Gill to the Respondent in satisfaction of sums owed by the Respondent under the Company Let Agreement, Ms Bunbury asserts that this cannot constitute an estoppel as there is no evidence of reliance. In my judgment, what is being alleged by Mr Ghosal in his evidence is that there was an oral agreement rather than action or a promise which would lead to an estoppel.

23. Ms Bunbury asserts that there is no reference to this oral agreement in the Whatsapp messages and that there is of course a distinction as between the individuals and the corporate entities. She seeks to rely on certain Whatsapp messages and in relation to the sums owing, she asserts that Mr Gill does not accept the sum asserted to be owing from Mr Gil to Mr Ghosal.

24. As already stated above, in my judgment, the Whatsapp message demonstrate a level of informality as between Mr Ghosal and Mr Gill. Additionally, both the Applicant and the Respondent are wholly owned and controlled by their respective sole director and shareholder. In my judgment, the messages do not demonstrate clear support for either what is asserted by Mr Ghosal or Mr Gill.

25. There are clearly disputes between the parties relating to the first two months rental, the oral agreement and also the issue relating to the exchange of vehicles. There is also a dispute as to how much is owed by Mr Gill personally to Mr Ghosal. From the loans sums said by Mr Ghosal to be due, these exceed the debt claimed in the statutory demand and therefore there is no need for me to consider the issue of the first two rental payments and the waiver. The sum claimed by way of vehicle deficit in the sum of £6,081 does not, in my judgment appear to be any part of the loans made, but the balance of the other sums said to be due exceed the sums claimed by the Respondent, whether that is the £77,776 or the smaller sum of £53,876.

26. I accept that there is no contemporaneous documentation which supports the existence of the oral agreement relied upon by Mr Ghosal. The evidence before me contains many unsatisfactory aspects and the lack of contemporaneous documentation is one of those matters. Mr Ghosal’s evidence states that the agreement was made orally. The evidence demonstrates a level of casualness between the two individuals in dealing with their affairs as between themselves and in relation to the affairs of their respective companies. In order to reject the evidence of Mr Ghosal relating to the oral agreement, I would have to be satisfied that his evidence is inherently or manifestly incredible or incredible due to contemporaneous documents. In my judgment, I am not satisfied that I am able to reject his sworn evidence in this way. The lack of contemporaneous evidence does not mean in itself that his evidence is to be rejected. The Whatsapp messages are far from clear and, in my judgment, do not lead me to conclude that I can safely reject Mr Ghosal’s evidence. There is no evidence of the Applicant chasing for payment save for one reference in a Whatsapp. That formed part of a testy exchange between the two individuals relating to the personal indebtedness as well. I do not consider it is sufficient to support a rejection of the evidence of Mr Ghosal. There are no letters chasing the debt and the first time the payment was demanded, according to the evidence before me, was when the statutory demand was served. As acknowledged by Ms Bunbury, the threshold for establishing the dispute is not a particularly high one. I am not prepared to reject the evidence of Mr Ghosal and accordingly, the Applicant has established a dispute on substantial grounds. The application before me therefore succeeds and I will grant the injunction sought.