Amir Uddin Ahmed v Harun Miah

This is an appeal against the order of HHJ Holmes dated 28 February 2025, whereby he dismissed the claim of Mr Amir Ahmed (the Appellant in this court and the Claimant below) for declarations: (1) that a compromise agreement was binding, and (2) that Mr Harun Miah (the Respondent and the Defendant in the court below) is liable to pay the appellant £60,000. The Judge handed down a reserved judgment on 28^th February 2025 following a hearing on 13-15^th January. Limited permission to appeal was granted by Sir Stephen Stewart on 5th August 2025.

The background facts were disputed. The Judge set out the rival contentions, but did not make clear findings of fact as to the underlying dispute. I will briefly summarise the key evidence as I understand it to be. According to Mr Ahmed’s evidence, he and Mr Miah are both members of the Bangladeshi community in East London. They come from the Sylhet district in Bangladesh, and their families are distantly related by marriage. The claim arose from an oral agreement entered into between them, whereby Mr Ahmed agreed to send money to individuals in Bangladesh at the direction of Mr Miah. Mr Ahmed said that the total sum advanced in this way between January 2016 and January 2017 was £72,784.52. Mr Ahmed’s case was that Mr Miah would repay the sum within 12 months, together with an additional 20% in respect of interest or profit.

According to Mr Ahmed, Mr Miah repaid only £500. On Mr Ahmed’s account, after prolonged and fruitless attempts to recover his money from Mr Miah, the parties attended a community meeting which was designed to achieve a resolution to the dispute. It is agreed that such a meeting took place on 27^th November 2018 in Mr Ahmed’s home. Apart from the parties, the meeting was also attended by senior members of the Bengali community, who are described as “arbitrators”. The document which recorded the conclusion of the meeting described it as an “arbitration meeting”.

The Judge found Mr Miah to be an unreliable witness and appears to have accepted the evidence of Mr Ahmed as to what transpired at the meeting. The result of the meeting was, and the Judge found, that it was agreed that Mr Miah would repay Mr Ahmed £60,000 and that Mr Ahmed would accept this discounted sum. That much is clear. The problem in this case is as to what, if anything, was agreed as to when and how the sum would be repaid. At [46] of his judgment, the Judge made this finding:

“In my judgment, the agreement was certain to the extent that there was an agreement by Mr Miah to repay £60,000 to Mr Ahmed. The terms on which it was to be repaid, however, were far from certain. Indeed, Mr Miah refused to commit himself to an amount per month. It would appear from what was said during the meeting that this might be £100, £200 or £500 per month, but was dependent upon him being able to pay what he could afford.”

For Mr Miah, Mr Spence drew my attention to the evidence [p170 of the bundle] which underpinned this finding. Thus a partial transcript of the meeting records Mr Miah as saying:

“If you pressure me beyond this, I cannot keep my word, and if you sit for arbitration, then you will say you do not keep your word. Whatever I can, I shall give on a monthly basis. If I say £1,000, I cannot keep it…I shall continue to give slowly…on a monthly basis, as I said…whatever I can, I shall give…and if you make me agree on this and I cannot keep my word, then you will say you kept us sitting for the whole night, and you disturbed us…” [dots in original, sic]

Then, later, he said this:

“No, this is not possible. I shall give whatever amount is possible for me to give…whether in his hand or in bank, on every month, I shall give, and beyond this, I cannot give. If you continue to say, I seek forgiveness from you.”

[dots in original, sic]

Mr Miah appears to have been asked to specify an amount, and he answered:

“No, I cannot say an amount.”

The handwritten record of the meeting under the heading, “Decision”, says [p59 of the bundle]:

“Mr Harun Miah agreed to pay £60,000 pounds. He will pay every month until pay the full amount.” [sic]

It is thus clear that during the meeting Mr Miah stated that his means were limited and he could not agree to specific repayments. He agreed to make monthly payments, but nothing was agreed as to how much would be paid every month, nor how many monthly payments there would be. I consider therefore, that the Judge’s finding at [46], which I set out above, was justified on the evidence and indeed there is no challenge on this appeal to his findings of fact.

That being the state of the evidence, the Judge then reached two critical conclusions which are at the heart of this appeal. The first was his conclusion at [48] that he could not imply a term that the sum was to be repaid within a reasonable period of time. He referred to a number of cases, and then held:

“These cases are authority for the proposition that the Court cannot imply a term which is contrary to a contracting party’s express intention. The implication of a term for payment within a particular period of time would run counter to Mr Miah’s refusal to specify a time period.”

He continued at [49]:

“Likewise, the implication for payment within a reasonable period of time would beg the question as to what factors should be considered in determining what was reasonable. Should that take into account Mr Miah’s ability to pay? Should it consider Mr Ahmed’s need for the money? Should it consider the original terms?”

His second critical conclusion was that the agreement did not evidence an intention to create legal relations, and at [51], the Judge said this:

“On my factual findings, Mr Miah agreed to submit to the arbitration. In my judgment, he acknowledged a debt of £60,000 to Mr Ahmed, and he intended to do so. What is far more open to question is whether he intended to create a legal obligation to repay that sum. I am, on balance, not persuaded that he did. He agreed with the outcome of the meeting but, in terms of promises to repay the money, he was vague and non-committal.”

I turn to the grounds of appeal. The appeal was formulated under four grounds: first, the Judge erred in failing to apply the doctrine of accord and satisfaction. Second, the Judge erred in holding that the contract was void for uncertainty. Third, the Judge erred in failing to take into account all the relevant evidence in relation to intention to create legal relations. Fourth, the Judge erred in failing to consider the claim in accordance with the relief sought and the prayer in the Particulars of Claim.

Ground 4 was directed to the Judge’s finding that the prayer in the Particulars of Claim was insufficient to enable Mr Ahmed to advance a claim at trial based upon breach of the original agreement as opposed to the alleged compromise reached at the meeting. At [53] the Judge noted that the limitation period had expired and at [57] that no application to amend had been made. He concluded at [57] that the pleadings were not adequate to include the claim for the underlying debt. Sir Stephen Stewart refused permission to appeal on ground 4 on the papers, and it was not pursued before me. There was also a Respondent’s Notice whereby Mr Miah sought to argue that the compromise had been procured by undue influence, but Sir Stephen Stewart refused permission on this point and again it was not pursued before me.

Notwithstanding the way the appeal was framed in the grounds, in argument on this appeal both parties focused on two points, namely: (1) whether the Court should imply a term that the agreed reduced sum should be paid within a reasonable period of time, and (2) whether there was an intention to create legal relations. Both conclusions of the Judge were conclusions of mixed fact and law, that is to say the application of legal principles to the facts as he found them to be.

I turn to the question as to whether the Court should have implied a term that payment should be made within a reasonable period of time. As I have indicated, whilst the grounds referred to accord and satisfaction and whether the contract was void for uncertainty, the real dispute was whether the parties impliedly agreed a time for repayment. Put simply, if they did, the compromise was complete. If they did not, it was not. Mr Mustakim drew my attention to authorities which demonstrate that where the parties have failed to agree a time for payment, the Court can imply a term that payment will be made within a reasonable period of time. Thus, Lewison on The Interpretation of Contracts (8^th Edition) at section 17, says:

“Where a contract does not expressly or by necessary implication, fix any time for the performance of a contractual obligation, the law usually applies that it shall be performed within a reasonable period of time.”

He further relied upon Wuhan Ocean Economic and Technical Cooperation Ltd & Another v Schiffahrts-Gesellschaft “Hansa Murcia” MBH & Co KG [2012] EWHC 3104, where Cooke J held at [24]:

“Where parties impose a unilateral obligation, without specifying the time in which it is to be done, there must be some implication as to the time in which it is to be done, because the parties cannot have intended the obligation to be of perpetual or indefinite duration. There must be a limit to the time in which the obligation is to be fulfilled.”

That much is well understood, and I have no difficulty in accepting these propositions. The difficulty in this case is identifying what the reasonable period of time would be. Mr Mustakim expressly disavowed identifying any specific monthly amounts, a time or a longstop for repayment. Rather, his argument was that, since Mr Miah had agreed to make monthly instalments, and since he had not paid anything at all, he was plainly in breach. He submitted that the appeal should therefore be allowed on the basis that this Court should hold that a term requiring repayment within a reasonable period of time was implied, and the case should be remitted to the County Court for a finding as to what the reasonable period would be.

It is not clear to me how that would work. There could be no question of adducing further evidence on the point, and so the issue would have to be decided upon the Judge’s findings of fact. I sought to explore with Mr Mustakim what the reasonable period would be, but his stance was that it was not necessary for him to identify one at this stage. It seems to me that the purpose of remitting the case would be for the County Court to identify a period which represented the common intention of the parties when viewed objectively. Mr Mustakim noted that the original repayment period of 12 months was the “anchoring factor”. I suggested during argument that one possibility could be that the period was 12 months because that was the period agreed for repayment of the original loan. However, Mustakim did not seek to adopt that point. He said that any monthly repayments would be “something beyond nothing”.

As I have indicated, at [48] the Judge considered a number of authorities which supported the proposition that the Court cannot imply a term which is contrary to a contracting party’s express intention. This was the key reason why the Judge held that he could not imply a term as to payment within a reasonable period of time. It was simply not possible to determine what the parties impliedly agreed a reasonable period of time to be.

It is true that in many factual scenarios, the Court can determine the reasonable period for performance that was impliedly agreed. However, Yoo Design Services Ltd v Iliv Realty PTE Ltd [2021] EWCA Civ 560 stands as a good example of a case where that could not be done. In that case, it was not possible to imply a term that flats would be sold within a reasonable period of time, because the sale of flats was dependent upon the state of the market and the actions of third-party purchasers; see, in particular, paragraphs [69] and [70] of the judgment of Carr LJ (as she then was):

“69.

What is and is not a reasonable time on the facts of this case depends on a mass of variables, some of which are wholly out of Iliv’s control - most obviously third party purchasers – and some of which are inherently subjective in nature. By way of example only, and as Mr Riley QC for Yoo fairly accepted, the following factors (at least) would be relevant:

i)

Current market conditions and predictions for the future;

ii)

The marketing history;

iii)

What would be a reasonable price;

iv)

What would be a reasonable profit level for Iliv (although Yoo contends that this could not be determinative or the driving feature);

v)

Iliv’s financial position at the time;

vi)

The circumstances of/strength of any covenant from any proposed purchaser(s).

70.

Whether this fluidity is to be classed as a lack of clarity in expression or unacceptable vagueness does not matter. An obligation on Iliv to sell ‘within a reasonable time’ does not, in my judgment, form a proper basis for an implied term on the facts of this case. Rather than providing practical or commercial coherence, it would open up a can of worms on what would have been the key issue for Iliv, namely, when and at what price to sell the Apartments.”

The Judge’s findings of fact have not been challenged, and I can detect no error of law in his approach. It seems to me that the insurmountable obstacle in the way of any finding as to an implied agreement as to a reasonable time for payment is the Judge’s finding of fact at [46], that Mr Miah made clear that he could not agree to monthly amounts and hence refused to agree to any period at all. His stance was that he would pay by monthly instalments as and when he could afford it. As Mr Spence put it, “If Mr Miah was perpetually impecunious, he would be under no obligation at all.” In my judgment therefore it is not possible to imply a term that the sum would be repaid within a reasonable period of time if it is not possible to identify the actual period that was impliedly agreed between the parties. I consider that the Judge was correct in this conclusion.

I turn to the issue of the intention to create legal relations. In my judgment, the fate of this ground of appeal is inextricably linked to the Court’s findings on the question of a reasonable time for payment. I have set out above the Judge’s finding at [51] of his judgment on the intention to create legal relations. He concluded at [52] and held, “In my judgment, there was no binding contract of compromise entered into at the meeting on 27 November 2018.”

The conclusion at [51] is again a conclusion of mixed fact and law, and again the findings of fact have not been challenged. I consider that the conclusion that there was no intention to create legal relations followed inevitably from the findings of fact. If the parties had impliedly agreed a time by which payment should have been made, then there would have been no difficulty in finding that the parties had intended to create legal relations.

The fact that, as the Judge found, the parties did not agree expressly or by implication to a time in which the repayments would be made was fatal to a finding that there was an intention to create legal relations. It reflected the fact that the result of the community meeting was that the parties had sought to agree a compromise. A compromise figure of £60,000 was agreed. However, Mr Miah’s stance was, in essence, that he would do his best to satisfy it, but he made clear that payment was all dependent upon his means. Therefore in my judgment he could not have accepted - and the parties cannot be taken to have impliedly agreed - that he was under any legal obligation to pay the compromise sum within a particular period of time. This was a community resolution process and not a legal process.

I agree with Mr Spence that Mr Miah was in the same position as the husband in the case of Gould v Gould [1970] 1 QB 275 who promised to pay his wife £15 a week, “as long as I can manage it”. Edmund Davies LJ held at page 281F that those words “import such uncertainty as to indicate strongly that legal relations were not contemplated.” It follows, therefore, that ground 3 is dismissed and it also follows that this appeal will be dismissed.

I was initially concerned that this would seem an unfair result; after all, the Judge found Mr Miah to be an unreliable witness. He did not make express findings, but he appears to have accepted that Mr Ahmed paid away in excess of £70,000 to Mr Miah, and the original sum was due for repayment within 12 months. He did find that Mr Miah acknowledged a debt of £60,000, and it appears that Mr Ahmed has received hardly anything by way of repayments. However, I am persuaded that the position is that the parties’ relationship and Mr Miah’s obligations as to repayment remain governed by the original agreement and not by the compromise. The original agreement was not the subject of these proceedings. As to whether those obligations are still enforceable given the passage of time is not a matter for this Court.