Camran Mirza v Mark Lewin & Ors

INTRODUCTION

This hearing deals with consequential matters arising from my judgment on 28 July 2025 (which has the neutral citation number [2025] EWHC 1961 (Ch)) (the “SubstantiveJudgment”),insofar as that judgment dealt with the Part 20 Claim made by the Part 20 Claimant “Mr Mirza”, against the Part 20 Defendants. I will refer to the Part 20 Defendants as the “Directors”.

In the Substantive Judgment I found against Mr Mirza and some other defendants on the action brought by Mr Morjaria, dismissed the counterclaim brought against Mr Morjaria and I also dismissed claims against Mr Mirza’s wife, Mrs Mirza, and his son Mr Ameer Mirza. I will refer to the claims made by and against Mr Morjaria as the “Main Action”). I also roundly dismissed the Part 20 Claim.

Later, on 11 August 2025, I made an order (the “August Order”), determining costs in favour of the Directors and including an interim costs order in favour of the Directors in the amount of £1.3 million (the “Interim Costs Order”). That amount remains unpaid.

Shortly following the August Order, on 20 August 2025, Mr Mirza applied to the Court of Appeal for permission to appeal the August Order and a stay of execution pending appeal. He did not however, seek permission to appeal the dismissal of the Part 20 Claim. This appeal was based on a purported breach of the indemnity principle and the supposed relationship between his liability to pay the Directors’ costs and the position of the parties to the Main Action. On 18 November 2025, Newey LJ refused permission to appeal the August Order.

Mr Mirza (together with other defendants in the Main Action), had also sought permission to appeal the decisions made against him and them in the Main Action. Also on 18 November 2025, Newey LJ granted permission to appeal:

Newey LJ ordered these appeals be heard together over 5 days. This has been listed for the end of October 2026.

Mr Mirza places reliance upon the fact that one of the grounds on which Newey LJ has allowed an appeal in the Main Action (on the basis that it had a real, as opposed to a fanciful, prospect of success) was based on a claim that the trial had been procedurally unfair. Mr Mirza argues that this ground is relevant to the August Order, even though there is no appeal on foot in relation to the Part 20 Claim.

On 21 January 2026 Master Brightwell made an order (the “Examination Order”) granting the Directors’ application for an order that Mr Mirza attend questioning as to his financial means

I was asked within this hearing to consider the following applications relevant to the enforcement of the August Order:

Both sides presented me with very full written skeleton arguments in relation to each of these applications. I also heard very full oral argument over the course of a day, although this was substantially directed at the two stay applications. Both parties agree, however, that I could determine any of the matters that were not fully argued at the oral agreement on the basis of the submissions that I have received on paper.

At the commencement of the hearing I raised a concern about whether I should hear the stay applications. Having read the skeleton arguments, it seemed to me that a good part of Mr Mirza’s argument in favour of the two stay applications was based on the prospect that he would have success in the Court of Appeal in showing that the trial had been procedurally unfair, and that such a finding would impugn, and perhaps render void, the finding in the Substantive Judgment as it relates to the Part 20 Claim also. For this point, Mr Mirza relies substantially on Serafin v Malkiewicz [2020] 1 W.L.R. 2455; [2020] UKSC 23 (“Serafin”). My concern was that if, in determining the stay applications, I had to take into account the likelihood of this happening, I would be, as I put it, “marking my own homework”. I might be perceived to have been biased in relation to this point, given that I was having to determine the likelihood of my own conduct of a trial being ruled procedurally unfair. I noted however that (as I explain further at [‎52] to [‎53] below) if I was considering a stay as being analogous as a stay requested under CPR 52.16, the matter would be determined on the basis of balance of injustice, and the likelihood of success on appeal would operate only as a tie-breaker and so would not necessarily be central to the argument.

It may be added that (whilst I think this was assumed rather than being expressly stated in Serafin)the test for unfairness requires not only unfairness but for that unfairness to be of a nature and seriousness to have caused injustice (see the wording of CPR 52.21(3)(b); and Keith Davy (Contractors) Ltd v Ibatex Ltd [2001] EWCA Civ 740 at [20] where it was said that the CPR 52.21(3)(b) ground:

“...is onerous because it is not enough to show that there has been irregularity; it must be serious and have caused injustice to the affected party.”

I therefore asked the parties whether they considered that I should adjourn so that another judge could hear the stay applications.

Mr Rees, representing Mr Mirza considered that I should. Mr Lloyd, representing the Directors, considered that I should not. He argued that it is not unusual when considering a stay action in the context of an appeal that a judge is obliged to mark his or her own homework. Whilst this is true, it seemed to me that the conflict involved in such circumstances was exacerbated in a case where the question is not whether the decision in the main action was wrong, but whether the trial was conducted fairly.

However, the matter was resolved when Mr Lloyd made the concession that, to the extent that my decision in the stay action was dependent on having to assess the prospects for success of the procedural unfairness issue, he would agree that I could do so without having to determine that matter, but instead making an assumption that this argument had a good prospect of success before the Court of Appeal. Mr Lloyd made it clear that this assumption was relevant to this hearing only.

On the basis of that generous concession by Mr Lloyd, I considered that I could proceed with the hearing as I was relieved of any need to determine the narrow point where there might be a perception that I could not be impartial.

THE ARGUMENTS FOR THE STAY APPLICATIONS

In their skeleton argument, Mr Mirza’s counsel draw attention to the court’s discretionary power to stay execution under s.49(2) of the Senior Courts Act 1981; CPR CPR 3.1(2)(g); CPR 40.8A; and CPR 83.7. CPR 83.7 provides relevantly as follows:

“(1)

At the time that a judgment or order for payment of money is made or granted, or at any time thereafter, the debtor or other party liable to execution…may apply to the court for a stay of execution.

(2)

The power of the court to stay execution of a warrant of control may be exercised by a District Judge, or a court officer where paragraph (10) applies, and the power of the court to stay execution of any other warrant or of a writ of control may be exercised by a Master or District Judge.

(3)

Where the application for a stay of execution is made on the grounds of the applicant’s inability to pay, the witness statement required by paragraph (6)(b) must disclose the debtor’s means.

(4)

If the court is satisfied that—

(a)

there are special circumstances which render it inexpedient to enforce the judgment or order; or

(b)

the applicant is unable from any reason to pay the money,

Then…the court may by order stay the execution of the judgment or order, either absolutely or for such period and subject to such conditions as the court thinks fit.”

The two stay applications were argued at length, but essentially the arguments boil down to three propositions:

I will deal with each of these arguments in turn.

THE ARGUMENT BASED ON MR MORJARIA’S INVOLVEMENT IN THE PART 20 CLAIM

I have granted an order staying the recovery of costs by Mr Morjaria on the one hand and Ameer Mirza and Mrs Mirza on the other hand, whilst the appeals in the Main Action are pending. When I ordered this, I noted that this avoided an “asymmetric costs order”. It is argued on behalf of Mr Mirza that, I should extend that logic to the costs order in favour of the Directors.

It is argued further that this applies a fortiori in circumstances where Mr Morjaria has paid for much of the Directors’ costs. It is common ground that Mr Morjaria had paid at least £1,160,015 of the Directors’ costs and he had given evidence at trial that he would be paying all the Directors’ legal costs. It is argued for Mr Mirza that Mr Morjaria therefore would be the ultimate beneficiary of a payment to the Directors in respect of the Interim Costs Order. Mr Mirza regards the Directors as being “litigation conduits” for Mr Morjaria and argues that he exercised extensive control over the Directors’ involvement in the proceedings under the Deed of Co-Operation and paid the Directors for their time in court. In these circumstances, it is argued that there is justice in the Directors’ costs only being payable alongside Mr Morjaria’s costs and Mrs Mirza’s and Ameer Mirza’s costs.

The Directors deny that these matters amount to “special circumstances” justifying a stay. They note that this point had already been raised when Mr Mirza sought an adjournment of the hearing when I was considering the Interim Costs Order and I dismissed the point then. This argument, framed as a breach of the indemnity principle, was also the subject of the application for permission to appeal the Interim Costs Order which was refused.

The Directors have produced witness evidence to the effect that, despite Mr Morjaria’s contractual obligation to indemnify the Directors, Mr Morjaria has not paid anything like all the Directors’ legal costs. This evidence, which I believe, in preference to relying on any more general statements made by Mr Morjaria during the trial of the Main Action, confirms that £1.6 million of the Directors’ legal costs have been paid by the Director’s employer, IQEQ out of some £2.7m of legal costs incurred.

I consider that this argument has even less merit than when I considered it and rejected it before, since it is now clear that the £1.3 million interim payment will not go back to Mr Morjaria. The fact is that Mr Mirza brought unmeritorious claims against the Directors. They (or their employer) should not have to wait to receive payment of that money back. I therefore reject this argument as a proper ground for imposing a stay of enforcement.

THE ARGUMENT BASED ON MR MIRZA’S FINANCIAL POSITION

Mr Mirza had provided the court with various witness statements dealing with his means, including cash flow forecasts and a statement of his balance sheet position, looking through various companies in which he is interested.

I found this financial information not to be particularly helpful. The cash flow forecast, for example, did not deal with his living expenses, which he had originally claimed to have been £25,000 per month, and which I had accepted to be £15,000 a month when I accepted Mr Mirza’s Asset Preservation Undertakings in lieu of a freezing order in respect of his assets. Neither did it deal with his liabilities for costs (or to repay amounts that might be lent to him in relation to costs) in pursuing his appeals.

Nevertheless, I accept that, in order to realise cash to meet the Interim Costs Order it is likely that he (or another member of his family) would have to sell assets. His principal asset appears to be his indirect interests in a development at Walpole Court. The valuation evidence available to the court as to the value of these interests is not at all satisfactory. Having seen, when considering the Substantive Judgment, how Mr Mirza in the past has presented different valuations to different audiences, I am not disposed to place very much, if any, reliance on Mr Mirza’s own valuation of this interest, or indeed of his other property interests.

It was explained to the court that the Walpole Court development had been financed by a Murabaha facility with Al Rayan Bank (the “Facility”) on terms that there would be in effect an ‘exit fee’ because the Facility is designed in such a way that the entire Facility and Al Rayan’s expected profit on the Facility until 31 September 2029 would become payable on any early termination of the Facility. Whilst I am not entirely satisfied that Mr Mirza would be unable to renegotiate this if he had to, I consider that I should proceed as if this is correct.

Mr Mirza, in his witness statement, argued that the property would be most advantageously sold as a single portfolio with vacant possession. I cannot say whether this is correct or not and do not consider I should accept Mr Mirza’s word for this. It was further explained that the development cannot be sold with vacant possession because many of the flats are currently rented out to occupants in what was described as “sub- licences” of varying lengths, the longest of which does not expire until January 2027.

A further point made was that making such a sale, and using the proceeds of sale to pay the amount due under the Interim Costs Order would breach the Asset Preservation Undertakings given by Mr Mirza.

Against these points, the Directors have the following arguments:

Standing back, and considering these points I find as follows.

Mr Mirza’s assets and cash position is still not entirely clear. However, I think it is more likely than not that he would obtain support from his family to pay the Interim Costs Order, if they were able to raise the money for this. Nevertheless, I accept that it is more likely than not that he, or his family, would need to realise value from their corporate property holdings, most likely from Walpole Court, in order to meet the Interim Costs Order, and that this might be substantially commercially disadvantageous for him and/or them.

I do not accept, however, that (putting aside for the moment the possibility that the Court of Appeal might declare the Substantive Judgment to be void in its entirety) that the Mirza family’s financial position is likely to get materially better in the medium term.

As far as I can see on the basis of the cases cited before me, where the courts have stayed enforcement proceedings on the grounds that meeting a payment order made by the court would cause substantial commercial disadvantage to the paying party, this has been accepted as “special circumstances” under CPR 83.7(4)(a) only in two circumstances.

The first, which I will consider in the next section below, is where there is a prospect of a successful appeal. In such cases the balance of inconvenience is substantially skewed towards the paying party as the court must consider the possibility that the payer may suffer substantial commercial losses which it turns out that he or she should not have had to suffer if the appeal is won.

The second, is the type of case we see considered in Recovery Partners v Rukhadze [2023] WLUK 369. This is where the paying party is able to point to specific assets which it is selling (or re-financing) so as to raise the money to pay, and the circumstances warrant a stay until particular steps are taken to allow those assets to be sold at a proper value. But as Foxton J (as he then was) said at [6] in that case:

“what is of obvious relevance to the Court is whether there is sufficient realistic prospect of the position changing during the period of the stay, and how confident the court can be of the stay producing the promised beneficial outcome, rather than simply kicking the can down the road to no great purpose.”

In other words, this consideration will apply as “special circumstances” only where there is a good prospect of the position changing within a reasonable time.

I therefore first need to consider whether the objections that Mr Mirza is making on the basis of his suffering a substantial commercial disadvantage if he has to sell property now, are likely to change substantially if he is given a stay, as he requests, until the Court of Appeal has published its decision (for which, I think the best estimate is a date sometime in January next year).

My conclusion is that (putting aside for the moment the possibility that the Court of Appeal might declare the Substantive Judgment to be void in its entirety) it is not likely to change.

First, I note that the argument regarding the terms of the Facility remains valid up to 31 December 2029. Whilst it is true that the liability for terminating that Facility will reduce over the period assuming that payments are made under the Facility out of the income generated from rentals at Walpole Court, a substantial payment would still be due at the likely end of the period when the stay requested would expire. Also, any such reduction would be offset by interest payable for late payment of the Interim Costs Order. These circumstances do not, in my view, provide sufficient reason to justify a stay.

Secondly, the point regarding the length of the tenancies (even if they are termed “licences”) seems to me to be highly suspect. Under the Renters’ Rights Act 2026 most fixed term tenancies are converted into periodic tenant tenancies that can only be terminated by the landlord in particular circumstances. Further, vacant possession can only be obtained with a court order, which may take many months to obtain. It seems to me therefore highly doubtful that vacant possession of all of the properties in Walpole Court will be obtained in January 2027. Also even if some of the flats were vacated earlier than that date, it seems that they might need to be relet in order to find the income to keep paying down the Facility. Accordingly, this argument also does not in my view provide sufficient reason to justify a stay.

Mr Mirza argues that his financial position will be transformed if the Court of Appeal finds in his favour in relation to the Main Action. In those circumstances, depending on what grounds the Court of Appeal finds in his favour, he might obtain costs from Mr Morjaria, and perhaps even damages in relation to his counterclaims against Mr Morjaria.

I note that even in such circumstances, it is not clear that this will be transformative of Mr Mirza’s financial position, certainly in the medium term.

First, it is unlikely that he will get an immediate costs order (even if successful) at the end of a five- day appeal hearing. Also it is by no means certain that damages in respect of his counterclaims, if he is successful with either of them, would be determined immediately. It is likely there will be a further adjournment for consequential matters, such as costs and quantum to be considered.

Further, if the ground on which he succeeds is not one relating to the substantive merits of his case against Mr Morjaria, but relates to the procedural unfairness of the trial, then it seems to me that there is a strong possibility that the Court of Appeal would defer any costs order until there shall have been a retrial. If there is a retrial, the matter will go on for many more months, if not years, and there can be no certainty as to whether Mr Mirza would fare any better with a retrial than he did in the original case.

Further, even if Mr Mirza is able to get costs or other orders against Mr Morjaria, his financial position will not be improved unless and until those orders are enforced. Mr Mirza in the past has made the case that it is extremely difficult to get enforcement against Mr Morjaria in Dubai, where he is a resident. This point applies also to the separate point that if Mrs Mirza and Ameer Mirza are successful in defending the position in their favour, they may obtain recovery of their costs, which they have said that they would undertake to utilise to meet Mr Mirza’s costs liability to the Directors.

It should be noted, also, that Mr Mirza’s financial position (and that of his family) might also be transformed for the worse if the Court of Appeal finds against him (and/or them) and he is left bearing his costs of the appeal or with a requirement to repay those costs if they were funded by somebody else and to pay further costs to Mr Morjaria.

Applying a test of balance of inconvenience (and again ignoring for the moment the possibility of the Court of Appeal declaring that the Substantive Judgment is void in relation to the Part 20 Claim), I cannot see that this justifies a stay.

Taking together all the points argued on behalf of Mr Mirza as to why the disadvantages he faces now in making payment of the Interim Costs Order should of themselves justify a stay I do not consider that this case is made out. The prospect of his being in a better position to pay at the point that the Court of Appeal makes its judgment in relation to his appeal is too uncertain to provide grounds for a stay. This is especially so as it is balanced by the prospect that he might lose and so find it even more difficult to satisfy his creditors, including the Directors.

THE ARGUMENT BASED ON THE COURT OF APPEAL FINDING PROCEDURAL UNFAIRNESS

As I have mentioned above, the other circumstance where the courts will consider a stay is where there is a prospect of a successful appeal.

The Civil Procedure Rules make particular provision for this at CPR 52.16. An appeal does not operate as a stay, but in circumstances where there is an appeal, the court will consider granting a stay. The court will do so when to refuse to do so causes a risk of injustice. The point was well-explained in Hammond Suddard Solicitors v Agrichem International Holdings Ltd [2001] EWCA Civ 2065 at ¶22:

“By CPR rule 52.7, unless the appeal court or the lower court orders otherwise, an appeal does not operate as a stay of execution of the orders of the lower court. It follows that the court has a discretion whether or not to grant a stay. Whether the court should exercise its discretion to grant a stay will depend upon all the circumstances of the case, but the essential question is whether there is a risk of injustice to one or other or both parties if it grants or refuses a stay. In particular, if a stay is refused what are the risks of the appeal being stifled? If a stay is granted and the appeal fails, what are the risks that the respondent will be unable to enforce the judgment? On the other hand, if a stay is refused and the appeal succeeds, and the judgment is enforced in the meantime, what are the risks of the appellant being able to recover any monies paid from the respondent?”

As Eder J noted in Otkritie International Investment Management Ltd & ors v Urumov & ors [2014] EWHC 755 (Comm)

“Finally, the normal rule is for no stay to be granted, but where the justice of that approach is in doubt, the answer may depend on the perceived strength of the appeal: Leicester Circuits Ltd v Coates Brothers plc [2002] EWCA Civ 474 at §13, per Potter LJ.”

If Mr Mirza had obtained permission to appeal the Substantive Judgment in relation to the Part 20 Claim, and I was considering a stay application under CPR 52.16, I consider that the disadvantages Mr Mirza potentially faces through he or his family having to sell assets to meet the Interim Costs Order does create a risk of injustice that would crystallise if he won his appeal, after selling assets on disadvantageous terms or in disadvantageous circumstances, such as by triggering early repayment obligations under the Facility.

However, there is no appeal on foot in relation to the Part 20 Claim and no certainty that the Court of Appeal would grant permission for such an appeal given that this is being raised very late.

Mr Rees, for Mr Mirza refers me to Moss v Martin [2022] EWHC 3258 (Comm) at [51] for the proposition that this approach does not only apply where there is an appeal on foot within the English courts, but also in circumstances where something else

“has the potential to undermine the foundation of” the order in question”.

In that case, the matter concerned an appeal in the Texas courts which underlay enforcement action within the English courts.

Mr Rees argues that in the case before me there is a prospect that the Court of Appeal will overturn the entirety of the Substantive Judgment on the grounds of procedural unfairness, and so undermining the foundation of the orders made in favour of the Directors, including the Interim Costs Order. He cites Serafin where Lord Wilson, at [49] quoted Lord Reed PSC as saying:

“that a judgment which results from an unfair trial is written in water”.

Whilst I can see the logic in this argument, I cannot conceive that the Court of Appeal would overturn the decision in the Part 20 Claim without giving the Directors an opportunity to put forward their own arguments as to whether the trial had been procedurally unfair.

I conclude that if Mr Mirza wishes to overturn the decision in the Part 20 Claim, he could only do so by joining the Directors into the appeal. He will face a difficulty in doing so since it is now extremely late to seek to bring an appeal. Nevertheless, I cannot discount the possibility that Mr Mirza would obtain late permission to appeal on the grounds of procedural fairness, particularly as (for the reasons that I have explained at the beginning of this judgment) I must operate on the assumption that such an appeal (if it were allowed) would have a good prospect of success. Of course the Court of Appeal will not be bound by this assumption.

These considerations take me to the following conclusion. If an appeal of the Part 20 Claim were on foot, I would grant a stay pending the determination of that appeal. If there was no prospect of appeal, I would not grant a stay. The issues concerning procedural fairness raise the possibility of an appeal, but that possibility does not crystallise until permission is given for an appeal on those grounds.

In these circumstances, it seems to me that the only fair approach would be for me to give Mr Mirza a short opportunity to apply to the Court of Appeal for permission to appeal the Part 20 Claim on the grounds of procedural unfairness. This should be a fairly simple exercise for Mr Mirza as he has already identified the grounds of procedural unfairness on which he seeks to rely.

I will give him a stay until one week from the date on which this judgment is handed down. If he lodges such an application for permission to appeal within that time, then the stay will be extended until the Court of Appeal informs Mr Mirza whether it will grant permission to appeal on these grounds, and will expire at that point. It will, of course, be open to the Court of Appeal to grant a further stay if it decides that permission to appeal on this ground should be given and a stay is justified.

This stay will apply to the writ of control and warrant issued against him by the Directors and also will operate as a general stay of enforcement over any steps taken to enforce the Interim Costs Order, or any other aspect of the August Order, save as I provide otherwise in this judgment.

THE SET-ASIDE APPLICATION

Mr Mirza seeks to set aside or vary the Examination Order or, alternatively, require no further documents and limit the examination to those questions contained in form EX140 (to be put to Mr Mirza by a court officer) or, as a further alternative, limit any document requests to those not already provided by Mr Mirza.

His arguments why the court should do this are (in summary) as follows:

Dealing first with the alleged breach of a continuing duty of full and frank disclosure. It may be noted that this complaint is not made in relation to the original application for an Examination, but the complaint is that, in a letter to the court on 9 February 2026, the Directors failed to mention the financial disclosure that Mr Mirza had made in his 14^th Witness Statement and implied that the appeals have no impact on the Part 20 Claim.

I do not consider that these matters warrant striking out the Examination Order.

In relation to the failure to disclose what information they had, Mr Lloyd refers me to the decision of Master Davison in Vale v BSG [2020] EWHC 2021 at [41(ii)]:

“In an application under Part 71 a judgment creditor is not under an obligation to disclose what documents he already has in his possession relating to enforcement.”… The fact the debtor has provided some information already is not a material matter which is caught by the full and frank disclosure obligation”.

At [38] in that judgment the Master explained

"The facts that fall to be disclosed are those which it is material for the judge to know in dealing with the application as made; see Brink’s Mat Ltd v Elcombe [1988] 1 W.L.R. 1350 at 1356– 1357. To put that slightly differently, facts are material if they would be capable of influencing the court in the decision to be made. Thus, the nature of the decision will shape the parameters of the duty of full and frank disclosure."

At [39] he went on:

"Here, the court was not making a decision, such as a freezing injunction, which involved a broad exercise of discretion and the weighing up of a range of competing factors. The exercise was somewhat more mechanical than that. The court had to decide (perhaps 'ascertain' would be a better word) whether the application was in the proper form and contained the requisite information, i.e. the information mandated by paragraph 1 of the Practice Direction to Part 71. In the case of a judgment debtor which was a company or corporation (as here) that required Vale to identify the name and address of the officer of the company, the details of the judgment debt and the amount owing. Upon provision of that information, the effect of rule 71.2(5) was to render the making of an order automatic because that rule says If the application notice complies with paragraph (3) an order to attend court will be issued in the terms of paragraph (6)."

Having regard to these points, I consider that there is nothing in the failure to update the court as to what information had been received from Mr Mirza that amounts to a breach of the requirements for a full and frank disclosure.

As to the failure to update the court about Mr Mirza having had permission to appeal the Substantive Judgment in relation to unfair proceedings, again I do not see this as a breach of requirements for full and frank disclosure. There is no appeal on foot as regards the Part 20 Claim and in my view it is expecting too much to expect the Directors or their legal counsel to have anticipated the arguments put forward at the hearing before me as to the potential effect that success on this matter might have on the Part 20 Claim.

The second argument advanced for striking out or varying the Examination Order is that nothing will be achieved from it given the financial information Mr Mirza has already provided. This point is also relevant to the remainder of the reasons put forward.

It is clear to me that this argument is incorrect. The information that Mr Mirza has provided is by no means complete. In his 11^th witness statement Mr Mascarenhas has outlined the information that has not yet been received and which is necessary for a full understanding of Mr Mirza’s financial position. I have already mentioned that I have found the cash flow and balance sheet disclosures made to be incomplete and less than useful. Further, findings were made within the Substantive Judgment that Mr Mirza was not always honest in his presentation of information. In addition, there are very clearly complex, and sometimes apparently inexplicable, dealings between Mr Mirza and his family and their family businesses that require explanation. In my view this is clearly a case where a very full Examination before a judge is necessary.

On the basis that the Examination is necessary, ordering it cannot be oppressive. This answers the fifth argument

In relation to the third argument advanced, the Asset Preservation Undertakings in my view have no bearing on the need for the Directors to understand what assets are available that they might enforce against.

Relevant to the fourth argument, the Directors rely on Sucden Financial v Fluxo-Cane [2009] EWHC 3555 (QB) for the proposition that an examination order may be made even where the relevant order has been stayed, as (see at [7]) an examination order is not part and parcel of the process of enforcement, but is there to enable a judgment creditor to enforce a judgment order.

Mr Rees seeks to distinguish the current circumstances from this case on the basis that in that case no permission to appeal had yet been given, whereas Mr Mirza has had permission to appeal (in relation to the Main Action) on the grounds of procedural unfairness.

I am by no means persuaded that this is a relevant basis to allow the decision in Sucden to be distinguished, but even if it is, as I have mentioned Mr Mirza does not have permission to appeal the decision in the Part 20 Claim on the grounds of procedural unfairness, or any other grounds, and so I do not see that any such distinction applies in this case.

Whilst I see no reason to strike out or vary the Examination Order, and I accept Mr Lloyd’s contention that the Examination Order is not itself an enforcement order, I consider it would be appropriate to stay its implementation as part of the more general stay that I am ordering. This will ensure that the information received is the most up-to-date available.

This approach, I consider deals amply with the fourth argument and any residual concerns with any of the other arguments.

I will therefore dismiss the Set Aside Application , but clarify that the stay that I order will include a stay on implementation of the Examination Order.

THE CHARGING ORDER APPLICATIONS

On 10 April 2026, the Directors applied for interim charging orders over interests in land and shares in which Mr Mirza has so far disclosed an interest.

The ordinary procedure is for interim charging orders to be made without notice and for the court to consider objections at a further hearing: CPR 73.10A. In this case, Master Brightwell, in view of the complexity of these proceedings, directed that the applications for interim orders should be heard on notice, and they have been listed for this hearing.

The court has a discretion whether to make charging orders under CPR 73.6(3) (interim orders) and CPR 73.10A(3) (final orders) and s.1(1) of the Charging Orders Act 1979 (“COA 1979”). In exercising its discretion the court must consider all the circumstances of the case, including:

Mr Mirza’s counsel in their skeleton argument highlight the question of the interests of other creditors, particularly where there is a risk of insolvency, because of the interaction with the pari passu principle in insolvency.

On the basis that interim charging orders are usually made without notice, much of the case law concerns whether to make a final charging order. Mr Lloyd puts forward the following points:

Given the difficulties that the Directors have had in enforcing the Interim Costs Order; that there are no insolvency proceedings in the offing in relation to Mr Mirza; and that it is his evidence that he is not insolvent on a balance sheet basis, I consider that the case for a Charging Order is a strong one. Absent the other arguments I consider below, I would have considered granting the Charging Orders requested.

However, I must give consideration to the arguments that have been put forward on behalf of Mr Mirza as to why the Charging Order Applications should be stayed. In summary, these arguments are as follows.

First, there are the reasons, already rehearsed above as to why there should be a general stay of proceedings. If this were the only reason for a stay, then in order to avoid the need for a further hearing to determine the question of the Charging Order Applications, I think that I would have granted the Charging Order Applications but would have clarified that the general stay that I am going to order would apply to any enforcement of the Charging Order. However, the other reasons put forward for a stay of the Charging Order Applications lead me to a different conclusion.

Secondly, it is argued on behalf of Mr Mirza that he has had only four working days’ notice of the Final Stay Applications, and this was insufficient for a properly considered response. In response to this point the Directors point out that Mr Mirza, has nevertheless been able to file evidence and argument as to why the debt should not be enforced; has not suggested that there are other points that would need to be considered; and in any case the ordinary procedure would have resulted in interim charging orders be made without notice.

These ripostes, I consider, do provide an answer to the short notice point. However Mr Mirza had a related point that the time estimate for this hearing had been fixed based on Mr Mirza’s applications without any allowance of time to consider the Charging Order Applications. As it turned out, there was no time within the hearing for any oral submissions on the Charging Order Applications.

Thirdly, it is argued that granting the Charging Order Applications would cause significant prejudice to Mr Mirza as it would constitute an Event of Default under the Facility. Such prejudice is a factor that the court must consider under s.1(5) COA 1979.

Fourthly it is argued that granting the applications, and triggering an Event of Default under the Facility, would prejudice innocent third parties including the other shareholders in Prime Ealing, and other creditors. This would be in addition to any prejudice through the Directors obtaining priority over Mr Mirza’s other creditors.

Having regard to:

Once that stay has expired, unless a new stay is imposed by the Court of Appeal, the Charging Order Applications should be heard as soon as possible. With this in mind, I will ask the parties to provide details of their availability during the period that they consider to follow the most likely date by which the Court of Appeal will have determined whether it will allow late permission to appeal, so that a further court date can be booked during that period to consider the Charging Order Applications.

CONCLUSION

For the reasons given above:

I will ask the parties to agree a form of order reflecting the decisions made above. If they are unable to agree on any point, then they should produce a form of order that shows their respective positions on any particular point in the alternative and in different colours.

I have not dealt with costs, and have not heard any submissions on costs, save that Mr Lloyd indicated that if I allowed the temporary stay that I am proposing to allow, the Directors would seek their costs.

Unless I am persuaded that there is a need for a further hearing to deal with costs, I propose dealing with the costs relating to the matters dealt with in this judgment on paper. I would proceed by asking the parties on each side to serve on the court and on the parties on the other side, within seven days of the handing down of this judgment their arguments relating to costs, and if they are claiming costs, their schedule of costs. There would be a further seven days from such service for each party to comment on the submissions and if relevant costs schedule of the other party and to serve these submissions on the court and on the other side. After receiving all such submissions I would determine costs on the papers.