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Area of issues to be brought up concerning the claiment bringing a summary judgement to the court on the basis of CPR 24.2...

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Chronology:  C: English company supplying natural gas globally  D: Indian company, owning natural gas resources  JVA entered 16th May 2016: upgrade D’s existing gas plant and develop new gas pipelines - C: guarantor for loan (clause 19(a)) - D: indemnify C for payment under guarantee (clause 19(b)) - Clause 29: either party can terminate  6m notice  Metrobank funding: £10m loan 1st July 2016  D repayment: 5 annual instalments, £2m + interest, commencing 1st July 2018 - Paid 1st/2nd instalments  11th June 2018: Dr Maier and Sir Lancelot Ezra meet in India - Explicitly agreed C will not enforce clause 19(b) against D if defaults, C agreed  C will argue using clause 31(a)  D cannot rely on negligent misstatement per clause 31(b) - PE1, noted from 16th June 2018 of meeting (RU, secretary was present):  HM ensured LE that clause 19(b) will not be enforced, just there for comfort of banks  7 th July: Chairman of C passes away, son takes over (PE), C did not like PE  13th April 2020: C made announcement to LSE to terminate JVA -> not communicated to D, no evidence that JVA would not hold up and prove success - Announcement: failure and D was not ‘up to scratch’  C’s share price falling -> wanted to notify investors - D sends letter same day (HM1) stating C breached clause 29, requiring 6m written notice of termination - Breach = termination on 13th, D has no more obligations inc clause 19(b) and indemnity payment o C states that D gave no chance to serve notice for 6m - 26th June 2020: D tells Metrobank that they will not make further payments and recover balance from C  6 th Aug 2020: C paid £6,322,440  7 th Aug 2020: C phoned D pursuant clause 19(b), D refused  17th Aug 2020: C wrote to D pursuant clause 19(b), no response from D - D says C has no entitlement to indemnity  C sends PoC 11th Dec 2020  D sends defence 11th Jan 2021: argues that C agreed to never enforce clause 19(b), but regardless, termination by C releases D from obligations under JVA  8 th Feb 2021: C serves D app for SUMMARY JUDGEMENT  8 th Feb 2021: HM (CEO of C) WS - C used D at ad hov capacity for years before JVA  15th Feb 2021: PE (chairman of D)WS: - States informal JVA existed since late 90s, JVA in 2016 was just to formalise and raise capital - No intention of D to indemnify C if default, just to have access to int.capital market

Nesbo Gas PLC and Ezra Gases (Calcutta) Limited

Issue 1: Was clause 19(b) of the JVA an express term and intended to be enforced? Significant Fact: The Claimant explicitly agreed that Clause 19(b) would not be enforced - June 2018 meeting Significant Evidence: Defence at para 5 –explicitly agreed clause 19(b) would not be enforced - agreed at a meeting on 11 June 2018 constitutes as an oral contract. HM para 7 recalls the meeting but has no notes contrary to below PE para 8 has a note of the meeting – although was not present is a note of his father’s recount EXHIBIT PE1 HM assured LE that it was understood that clause was only there for the comfort of banks PE para 3 – the JVA was to formalise existing relationship to give D access to international capital markets. RELATIONSHIP BETWEEN PARTIES - HM para 4 strong personal relationship with LE - PW para 4 agrees - PE1 – expressions of happiness, deep love and admiration Conclusion: There was no intention for Clause 19(b) to be enforced and this was confirmed at the meeting in June of 2018 Issue 2:

Is the Claimant in repudiatory breach of Clause 29? Significant Fact: The Claimant did not give the Defendant written notice of their termination of the JVA Significant Evidence: JVA clause 29 is either party can terminate at any time by giving 6 months’ notice Document at page 9 attached to defence termination was on London stock exchange was not in writing to D PE para 10 – complete shock to D, had expected to be business as usual contrary to HM para 12 who states the share price was falling indicating that this was a trend and was aware that it may come to this HM1 Ezra was prepared to accept the repudiatory breach with immediate termination of the contract release them from their obligations JVA – clause 31 – operative word is previous so can count and it not extinguishing Conclusion:

Claimant was in clear breach of Clause 29 by announcing on the LSE and not communicating first in writing to the Defendants

I am following from my friend’s submissions and will be seeking to persuade you that the defendant has a real prospect of successfully defending the claim and trial, and I will discuss the compelling reasons which will be relied on. I will refer you to the same documents as my friend as well as the defence dated 11 January 2020 – have you had a chance to read that document? I hope to show that in accordance with the CPR 24.2 we have a real prospect of defending the claim and that there are compelling reasons for trial. Master I agree with the legal issues that my friend raised, and it is on these 2 issues that I will present the defence against a summary judgement Master in reference to CPR 24.2, I submit that such burden has not been discharged and the D has a high change of successfully defending the claim at trial for the following reasons  

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There was an oral contract made at the 11 June 2018 meeting which stated clause 19(b) will not be an enforceable term C terminated the JVA without giving 6m written notice to D, which was in breach of clause 29 if the JVA. This means D was released from all obligation under JVA, including clause 19(b) if it is deemed to be enforceable Additionally, the Court has not heard evidence from Rita Uphadya as to what the Claimant said in the meeting 11 June 2018. She is the former secretary of LR and despite her ill-health she is willing to confirm the contents of the June meeting. The court should not proceed to make an adverse conclusion against the Defendant in the absence of such evidence This is a compelling reason why the matter should proceed to trial. unless I can assist you further those are my submissions.

If we win ask court to order applicant to pay our costs in agreed sum of £1500.00 ‘’master I am grateful. Given we have been successful we ask the claimant to pay the agreed costs of £1500.00 If we lose ‘’ master my friend has been successful so appropriate order is that the defendant pays the claimant’s costs which have been agreed at £1500.00 – 28 days...