B.M.’s Offer, which I had accepted (together with the repayment of the Three Debts) included a Promotion Bonus, and the Promotion Bonus had been documented in the first drafts of the Contract Documents, including Draft 1 W. and Draft 2 W. (see paragraphs 111.2 and 196.3 above), before being removed in Draft 4 W.
I always believed that I would receive the Promotion Bonus if QPRH were promoted to the Premier League within 5 years of the completion of the Transaction (which was the case). I never received the Promotion Bonus.
M. was aware that the Promotion Bonus was a condition of the Transaction. At 8.24 a.m. on 31 August 2007, Mr S. asked Mr C. (see page 735 of AC 1): ‘Lest I forget, how do you intend to document the payment of the bonus to C. if QPR is promoted?’

I did not see Mr C.’s reply to this e-mail in the communication received by M. Mr S. should, however, have taken steps to ensure that I received the Promotion Bonus. Despite the fact that I had asked Mr C. at 9.04 a.m. on 31 August 2007 (see p. 736 of AC 1) whether W. had mentioned my Promotion Bonus to P. the day before, Mr S. did not take any steps to ensure my Promotion Bonus, nor at any stage did he inform me that the Promotion Bonus would no longer be paid to me or that it was not in the documentation.
I saw an email from A.C. to M. and W. at 09.34 on 31 August 2007 (see page 737 of AC 1) in which A.C. sought confirmation from M. and W. that, except for the repayment of loans to Mr C. in the amount of £2,000,000: ‘…there were no other agreements or understandings between Mr C. and the bidder, or any other related party, in respect of the C. loan other than those relating to the confirmation of the loan and the SPA.’

W. replied at 08.58 that day to say that they could not give formal confirmation of this fact and that this would have to be given by ‘M./the Club/C.’. (see p. 740 of AC 1). They also referred to the fact that the Club had informed W. that the D. loan of £250,000 had been incorporated in my loans. This was obviously wrong and if M. had had instructions from me they would have known this. In any event, M. was informed by Mr L.’s email that I could not sign the Deed of Guarantee and yet Mr S. signed it anyway, in the absence of any instructions from me and despite being fully aware that I could not offer the guarantee contained therein (see paragraph 331 above).
He also wrote to Mr. L. privately at 09.06 am on 31 August 2007 following Mr. M.’s e-mail stating the following: ‘I think he wants to get to the payment of the 2 mln bonus if the Club is promoted’ (see page 755 of AC 1).
Again, I did not see Mr L.‘s reply to this e-mail in Mr M.’s communication.

Having said that, I have now seen the e-mail that Mr S. sent to P. at 11.12 a.m. on 31 August 2007, in which he informed P. (see p. 762 of AC 1) as follows: ‘The bonus to A. CANNOT be put in writing as it conflicts with the Code. A. will have to rely on the goodwill of F.B. [sic] after the event and on the fact that there is sufficient documentation to prove that he was promised such a bonus. You may make this known to A. If necessary I will explain it to I.’
It is not clear what prompted Mr S. to send this e-mail, nor have I seen any confirmation and/or response from P. to M.’s communication. I can, however, confirm that M. did not inform me of this, nor that this was communicated to me by P. or through Mr C.

Further, as I understand it, A.C. sought Mr S. at 7.40 p.m. on 31 August 2007 (see page 763 of AC 1) to confirm that: ‘there are no other agreements or understandings between [me] and the bidder, or other related party, regarding the C. loan other than those relating to the loan confirmation and the SPA.’
On the basis that Mr. S. had led me, T.&F., B. and W. to believe that we would receive the consideration under the B.M. Offer plus the Three Debts, it is quite clear that Mr. S:
Either he knew that this statement was untrue; 292.2. or he knew that this statement was true and that Mr S. simply misled me, B. and W. into believing that we would receive the total consideration contemplated.

In any event, I am not sure how Mr S. could have provided such confirmation to Mr M. (which he apparently did) on 31 August 2007.
I have, however, seen Mr S.’s letter to Mr L. sent by e-mail at 10.03 p.m. on 31 August 2007 in which Mr S. confirms that M.: ’I am acting on behalf of A.C., F.Z. and G.P. They have instructed me to confirm that except as already disclosed there are no outstanding convertible loans to QPRH.’
A complaint has been lodged with Scotland Yard about this matter.