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England and Wales High Court (Chancery Division) Decisions


You are here: BAILII >> Databases >> England and Wales High Court (Chancery Division) Decisions >> Hosseini v Hamli Company Ltd & Anor [2025] EWHC 1486 (Ch) (27 May 2025)
URL: http://www.bailii.org/ew/cases/EWHC/Ch/2025/1486.html
Cite as: [2025] EWHC 1486 (Ch)

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Neutral Citation Number: [2025] EWHC 1486 (Ch)
Case No: PT-2025-000519

IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
PROPERTY, TRUSTS AND PROBATE LIST
INTERIM APPLICATIONS LIST (ChD)

The Rolls Building
7 Rolls Buildings
Fetter Lane, London
EC4A 1NL
Date Of Hearing: 27 May 2025

B e f o r e :

MR JUSTICE RAJAH
____________________

Between:
PARISA SEIF AMIR HOSSEINI Applicant
- and -
(1) HAMLI COMPANY LIMITED
(2) MHD KHIR ALHAMLI Respondents

____________________

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____________________

MR MATTHEW INNES for the Applicant
THE RESPONDENTS did not appear and were unrepresented

____________________

HTML VERSION OF JUDGMENT APPROVED
____________________

Crown Copyright ©

    MR JUSTICE RAJAH:

  1. This is Ms Hosseini's application for a proprietary freezing order, a freezing order and orders for asset disclosure and, finally, for a passport order, namely, an injunction to restrain the second respondent from leaving the country and an order for him to hand up all of his travel documents in the interim.
  2. The respondents are Hamli Company Limited and Mhd Khir Alhamli. The second respondent, Mhd Khir Alhamli, is an asylum seeker from Syria. It is believed that he entered the United Kingdom in 2017 and he is not yet eligible for indefinite leave to remain. I am told that it is believed by the applicant that he will be entitled to permanent leave to remain at the end of this year. At the moment he holds a refugee travel pass which entitles him to travel to, as I understand it, all countries apart from Syria. I am told that he also has a Syrian passport. That allegation will need to be confirmed in evidence, along with the other matters which have been discussed, such as the applicant's interest in 12 The Ridings, which I am told is a 50% interest worth approximately £1 million in equity. These and the other matters said in the evidence in support of the application are untested. While I proceed on the basis that they are correct for the purposes of this hearing, I am not making any findings of fact. That is a matter ultimately for trial.
  3. Returning to the second respondent, he lives in London and he is currently living in the Hoover Building in West London. Nearby, his mother and one of his sisters and a brother live in a house which they rent. He has a sister who lives in Turkey and a father who lives in Egypt. He works as a finance manager for a company in Malta, working remotely, and the applicant believes he earns about £3,500 monthly. He also works for other individuals from time to time.
  4. The applicant is employed by Microsoft as a senior adoption and change management consultant and has been since January 2018. In addition to that job, for which she earns US $67,000 per annum plus a bonus, she also undertakes ad hoc consulting work for various companies. She and the second respondent met on an online dating app around May 2023 and began a relationship. In September 2023, the applicant was offered some ad hoc work with a company known as ATG which was to be arranged via a contract with Careerwise UK Limited.
  5. At that point, with Careerwise preferring to enter into a contract with a company rather than an individual employee, the applicant says she was told by the second respondent that she could put her money through the company and the company could hold her earnings, the company being Hamli Company Limited, the first respondent ("Hamli"). That money could be used to be her share of the deposit for a house which they might buy together in the future. He said that she would be a joint shareholder. On 15 September 2023, a consultancy agreement was signed between Careerwise and Hamli, with Hamli signing by the applicant, who at that point was not even a director of Hamli, and was accompanied by a side letter. I have been shown those documents and it has been pointed out that in the signed side letter the applicant says she is the sole owner of Hamli. That is not borne out by the documents at Companies House. Those documents suggest that Hamli is and always has been solely owned by the second respondent.
  6. I have also been shown invoices relating to a company called Boldyn, which was another consultancy arrangement organised through a company called Apex Talent Solutions Limited. In about mid-October the applicant started working for Boldyn via a consultancy arrangement with Apex, and the money from that arrangement was, again, paid to Hamli she says. The assertion that this money was paid to the company appears to be borne out by the fact, again, like the Careerwise invoices, they are all in favour of Hamli, and the total sums are £148,350. That those monies were, in fact, received by the company is supported by some of the documents which I have been shown, such as WhatsApp messages. There is one in particular between the applicant and the second respondent in which the second respondent appears to confirm that the Boldyn payments had been paid and received.
  7. I am told that a conversation took place today between the applicant's solicitors and the second respondent when they gave extremely short notice of this hearing of less than an hour, in which, apart from saying that he could not make it to court in time, he said that he had a screenshot which showed that the applicant had given her consent to the money being paid or kept by the company. Well, whether that is correct or not,the fact that he said that appears to confirm that the monies were actually paid to and received by the company.
  8. I have also looked at Mr Dhifallah's evidence. Mr Dhifallah is a friend of the applicant who went to see Mr Alhamli after the relationship had broken down to try and secure the return of this money. Although the conversations he describes were, it seems very unsatisfactory, they do seem to indicate an acceptance that money had been paid into the company, although Mr Alhamli did not accept that he needed to repay that money.
  9. The applicant says that the relationship began to sour from around December of 2024, becoming on and off until this month. From early May of this year she had started asking the second respondent for the return of the income paid to Hamli and that has been met with huge hostility. I have been shown a number of the WhatsApp messages between them which are aggressive and with many expletives. The applicant has involved two friends or members of family to try and mediate a solution, her cousin Ghazaleh and Mr Dhifallah, and their attempts at negotiating a solution have been largely rebuffed, with the second respondent eventually making it clear that he was not going to return the money and eventually asking them not to contact him.
  10. (See separate transcript for continuation of proceedings)
  11. The questions I have to ask myself in relation to whether an injunction ought to be granted are these. In the case of a proprietary freezing injunction the test is that in American Cyanamid; is there a serious issue to be tried, would damages be an adequate remedy and, if not, where does the balance of convenience lie. But I am also asked to make a non-proprietary freezing injunction where the test is, firstly, is there a good arguable case? United v Dos Santos makes clear that this is the same test as whether there is a serious issue to be tried. Secondly, there must be a real risk of dissipation or secretion of assets. The applicant's case on whether damages are an adequate remedy for the purposes of the proprietary order is the same as her case on the risk of dissipation For the non-proprietary order. Finally, for both injunctions, the question is whether it is just and convenient to grant the relief.
  12. So far as a serious issue to be tried is concerned, the claim is put on a number of bases, from unjust enrichment to constructive trust to a Quistclose trust. I am satisfied that there is a serious issue to be tried on the basis of the facts as asserted by the applicant. It is her labour which has produced this money from her work as a consultant. It has been paid to the company in which she has no interest and she has received no remuneration or benefit from the company. The payments were made to the company on the basis, she says, of encouragement from the second respondent. There is clearly an arguable case that the money is held by the company on a constructive trust for her. In those circumstances, it seems to me she has met the threshold of a serious issue to be tried and a good arguable case. In addition to the constructive trust, on those facts as I have just outlined them, there would, it seems to me, be a good arguable case for the restitution of those funds on the basis of unjust enrichment.
  13. Turning, then, to risk of dissipation and the adequacy of damages, which, as I say, are treated as much the same in this case, the following points have weighed with me. Firstly, the applicant says in her evidence that every time she has raised the question of the return of these monies she has been met with assertions by the second respondent that he will leave the country and disappear and she believes him. I feel I must give that assertion some weight at this stage. Secondly, the applicant has given evidence of some behaviour which is unusual. The second respondent, she says, holds very substantial sums of cash, upwards of £20,000, stored at times in his dishwasher and his explanation is that he does that because "cash is king". That suggests to me a potential risk of dissipation in that it suggests a desire to be able to move quickly and to be not easily traced. Thirdly, amongst the unusual behaviour which was being described, the applicant says the second respondent, if I can put it colloquially, "fiddles his tax" and for that purpose generates false documents so as to mislead HMRC. That is also an indication of dishonesty which is relevant to the question of a risk of dissipation.
  14. I bear in mind, fourthly, this. The second respondent has still, I think, a relatively slim connection with this country. He arrived, it seems, in 2018. He has a temporary travel document. He has limited assets here which are not liquid. The only illiquid asset which has been identified is his car. He has a sister in Turkey and a father in Egypt. Against that, he has got a mother, sister and brother here and he will become entitled to permanent residence at the end of this year. So if one were approaching it rationally, he should be incentivised to remain in this country so that he acquires his right to remain. But having looked at the WhatsApp messages which have passed between the applicant and the second respondent and the evidence of Mr Dhifallah and the messages between Ghazaleh and the applicant, I am concerned that emotions are running extremely high here and the response may be an emotional one rather than a rational one. It may be that an emotional response may make the second respondent behave ill-advisedly by perhaps attempting to flee or to hide assets.
  15. For those reasons, I am satisfied that there is a risk of dissipation and, accordingly, that damages are not an adequate remedy. I am satisfied for all of those reasons that it is just and convenient to grant freezing injunction relief, both proprietary and non-proprietary.
  16. The next matter is the passport order. The court has a jurisdiction to require the respondent to deliver up his passport. The key principles were summarised by me in a case called Umbrella Care Limited v Rajah in 2024 at paragraphs 22 to 25. A very brief summary here is that the power to impound a passport pending the disposal of the main claim exists in principle in aid of all of the court procedures leading to the disposal of the proceedings, but it involves a restriction of the subject's liberty and so should be exercised with caution. A good cause of action for a substantive award must be established. The test is the same as a serious issue to be tried or a good arguable case. The applicant must establish that there is probable cause for believing that the respondent is about to quit the jurisdiction unless restrained and that his absence from the jurisdiction will materially prejudice her in the prosecution of her action. If those conditions are all satisfied, then a passport impounding order will represent a proportionate public policy based restraint on the freedom of movement, which is required by EU law.
  17. In this case, the real question is whether the applicant has shown that there is probable cause for believing that the second respondent is about to quit the jurisdiction unless he is restrained and I think in the end I am just persuaded that she has, for much the same reasons as the risk of dissipation, namely, the slim connection with this country, the risk of an emotional rather than rational response in the circumstances of this case and the fact that he has made threats to leave this country to avoid meeting or repaying these monies.
  18. For those reasons, I am satisfied that it is appropriate to make a passport order but only until the return date, or the earlier satisfaction of the disclosure requirements in the order, when this issue can be revisited with the respondent present.
  19. A number of submissions were made to me about other matters, such the second respondent being involved in an opaque web of companies with no apparent economic rationale. I did not, I am afraid, place any weight on those points. I did not regard the companies as evidence of a risk of dissipation. I hope I have dealt fairly with all Mr Innes's submissions .

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