On 22 August 2007, W. passed a resolution that was signed by its Sole Director, D. J. C., and resolved to commence the sale of its shares in QPRH to S. C. I. LLC (‘S.’) (see pages 172 & 173 of AC 1) (‘W. Resolution’). The W. Resolution indicated that Mr. C. had considered (i) the share sale agreement and waiver of claims; (ii) the drafting of a power of attorney; and (iii) the share transfer form. It is not clear whether Mr. C. had actually seen all these documents at that stage, but, from the author’s point of view, only the first drafts of M.’s contract were available on 22 August 2007.

B.‘s sole director, J. R. M. W. H., also signed a resolution on behalf of B. on 22 August 2007 (’B. Resolution’) (see page 174 of AC 1). The B. Resolution does not mirror the W. Resolution in that it resolves for B. to enter into an irrevocable agreement for the sale of its shares in QPRH to S., a Completion Power of Attorney and a Quitclaim Deed. Again, it is unclear whether Mr. W. H. had actually seen all of these documents at that stage, but, from the author’s point of view, only the first drafts of M.’s contract were available on 22 August 2007.
B., through its Sole Director (Mr W. H.), signed a power of attorney on 22 August 2007 (see page 175 of AC 1) (‘Power of Attorney B.’) appointing Mr S. as B.’s attorney for the following purpose: ’(i) To sign on behalf of the company the agreement for the sale of the shares held by the company in QPR Holdings Limited for a number of 27,678,836 ordinary shares of the value of 1p each for a consideration of £276,488.36 being 0.01 per share.’

Power of Attorney B. was to remain valid for a period of 1 month from 22 August 2007. There are other signed copies of another version which contain a second clause that had been added to the document by hand and initialled (see page 176 of AC 1). The second clause reads: ‘(ii) Sign any other documents ancillary to said sale.’
W., through its Sole Director (Mr C.), signed a power of attorney on 22 August 2007 (see page 177 of AC 1) (‘W. Power of Attorney’) appointing Mr S. as W.’s attorney for the following purpose: ’(i) To sign on behalf of the company the agreement for the sale of the shares held by the company in QPR Holdings Limited for a number of 19,900,000 ordinary shares of the value of 1p each for a consideration of £199,000 being 0.01 per share.’

W.’s power of attorney was to remain valid for a period of 1 month from 22 August 2007 and there are other signed copies of another version which contain a second clause that had been added to the document by hand and initialled (see page 178 of AC 1). Again, the second clause reads: ‘(ii) Sign any other documents ancillary to said sale.’
Both W. and B. provided letters dated 22 August 2007 to M./S. with their respective letterheads confirming that the proceeds of the sale of the shares held in QPRH were to be paid into the accounts with C. F. (CFM) and B. B. Plc to M. (see pages 179 & 180 of AC 1).
It is not clear when B. instructed W. LLP (‘W.’) to act for the company that would purchase the shares in QPRH or when Mr S. first had contact with W. However, W. did not act for B. E. (‘Mr. E.’) in the Transaction but subsequently became counsel for the team. QPRH was represented by W. in the QPRH proceedings.
The fact that W. believed that Mr S. and M. were acting for the selling shareholders in the Settlement is supported by emails such as the one sent by W.’s J. S. to Mr S. on 24 August 2007 (see page 181 of AC 1), requesting the preparation of letters of undertaking for each of QPRH’s three selling shareholders.

The fact that W. believed that Mr S. and M. were acting for the selling shareholders in the Transaction is supported by e-mails such as the one sent by W.’s J. S. to Mr S. on 24 August 2007 (see page 181 of AC 1), requesting the preparation of commitment letters for each of the three selling shareholders of QPRH.
Moreover, W. would not have asked Mr S. for his client’s account details on 30 August 2007 (see page 182 of AC 1) if he did not believe that M. was acting for B. and W., and therefore could receive funds in their client’s account.
In the light of the events described, a complaint was lodged with Scotland Yard on the matter in order to ascertain possible irregularities and legal liabilities in connection with the transactions described.