Edwards v AEI; Prince Abdul Rahman v AEI

The documents below are all sourced from The National Archives (TNA) in London.    They contain public sector information licensed under the Open Government Licence v2.0.


Submission from P.R.H.Wright[1], FCO, to M.S.Weir[2], FCO, 3 September 1974, FCO 8/2347, TNA.


Mr Weir



1. I attach for your meeting with Lord Trevelyan on 5 September a background note giving a brief history of the cases so far and a speaking note giving the line to take.

2. The trail of the Edwards’ case is due to begin on 4 June 1975 and the Prince’s action will be tried by the same judge.  He will decide whether the two actions will be heard together or consecutively.

3. Your meeting has two important objectives:

(a)    to convince Lord Trevelyan that we shall not seek to prevent the cases’ coming to trail by making any kind of financial offer to Mr Edwards.  (AEI’s solicitor has previously hinted that they may regard this as a real possibility.)  We are naturally concerned at the political implications for Anglo/Saudi relations if the details of the AEI/Saudi Government negotiations become known to the Saudis.  But our concern does not amount to £1.65 million.

We have no intention of applying for Crown Privilege for any of the documents so far disclosed since the agreed system of editing and coding will give them sufficient protection in court.  We are not too worried that Prince Abdul Rahman should have access to Saudi Air Defence secrets contained in the documents: he may already know them and in any case we would forewarn his brother, Prince Sultan, the Minister of Defence.

(b)   to impress upon Lord Trevelyan the serious commercial consequences for AEI of Prince Abdul Rahman’s becoming aware of the details of the negotiation of the AEI/Saudi Government contract.

4. Mr Batstone (Legal Adviser) and Mr Young will be available to attend the meeting, if you so wish.

P R H Wright

Middle East Department

3 September 1974

cc.          Mr Bannerman, Research Dept

Mr Batstone, Legal Advisers

Mr Young




What it is all About

In 1969 Mr. Geoffrey Edwards (solicitors: Stephenson, Harwood and Tatham) instituted legal proceedings against AEI Limited (solicitors: Goodman, Derrick & Company) in which he claimed £1.65 million which he said was due to him as commission for his assistance in the negotiation of a £22 million contract for the supply of defence equipment to Saudi Arabia in 1967.  A statement of his claim is attached.

HMG’s involvement

2. HMG is not a party to the proceedings.  However, in February 1971, an order was made by which the Defendants (AEI) were to make available to Plaintiff copies of about 700 documents.  (There are many thousands of other documents which may be relevant to the proceedings and which may yet be called for.)  Since many of these documents contain material which, if discussed in open court, could damage Anglo/Saudi relations, serious consideration up to Minister of State level was given to the possibility of claiming Crown Privilege for all sensitive documents.  The need to take this further was avoided when the solicitors for both parties finally agreed (in August last year) to a system of editing and coding which would enable the documents to be used in court without their sensitive contents being made public.  The Defendants’ solicitors prevaricated for a long time before agreeing to editing and coding.  Their agreement is not a binding one and they have recently hinted that they might repudiate it, presumably in order to force HMG to put in a claim for Crown Privilege.  Their motive for this would be the desire (i) to remove as many embarrassing documents as possible from the case, and (ii), whether (i) were achieved or not, to delay proceedings further.

3. The material for which an application for Crown Privilege might be made is that which refers to Saudi Air Defence secrets.  The Treasury Solicitor’s Office are by no means certain that an application would succeed, since no UK defence secrets are at risk.

4. The solicitors to both parties are allowed to hold the documents concerned on the clear understanding that they will not be shown to third parties other than their clients.

The Abdul Rahman Connection

5. A complicating factor is that in 1970 Prince Abdul Rahman bin Abdul Aziz al Saud (a full brother of Prince Sultan, the Saudi Arabian Minister of Defence) instituted legal proceedings against AEI Limited (and Geoffrey Edwards as a third party) in which he claimed commission of £660,000 for his assistance in negotiating the same contract with the Saudi Arabian Government.  A statement of his claim is also attached.

6. This case has been dormant until now since the Prince’s claim is based on an alleged agreement that he should receive a percentage of Geoffrey Edwards’ commission.  A satisfactory conclusion therefore to the Edwards V AEI case might have led to an early resolution of the Prince’s case.  However, three years have now elapsed and the Prince’s solicitors feel they must take action to prevent an application by AEI’s solicitors for the case to be struck out for want of prosecution.  They are therefore asking the Defendants for the discovery of documents which in many (perhaps most) cases will be the same as those listed in the Edwards case.

7. The Treasury Solicitor’s Office hope to be able to persuade the Prince’s solicitors (Fox and Gibbons) to accept the same system of editing and coding as that agreed with both Edwards’ and AEI’s solicitors.

8. Fox and Gibbons are being instructed not directly by Prince Abdul Rahman but through a Palestinian lawyer in New York.  We have therefore asked for a written assurance that documents made available to them by AEI will not leave the United Kingdom.

9. The particular difficulty for us (and indeed for AEI) in the Abdul Rahman case is that if documents are made available to his solicitors the Prince, and through him the Saudi Royal Family, will have access to them.  That he should wish to see them is perhaps not likely, but there is the possibility that he might.  Another possibility is that the Palestinian lawyer could come to London, examine the documents, and report on their contents to the Prince or indeed (even if we secure Fox and Gibbons’ agreement not to let the documents leave the UK) supply copies to him.  In either case, the consequences could be most unfortunate, not so much because the Prince would see Saudi Air Defence secrets (he may know these already), but because he would be able to study AEI’s methods of negotiation of the contract (and, in particular, their financial calculations).  Saudi reaction in that event could and probably would be extreme.

The Trevelyan Intervention

10. Lord Trevelyan, former Ambassador and now a Director of GEC (of which AEI is a subsidiary) called on Mr. Wright on 13 February and expressed concern that AEI documents might become available to Prince Abdul Rahman.  Since it would have been more usual for this concern to have been expressed by AEI’s solicitors to the Treasury Solicitor’s Office, Lord Trevelyan’s intervention is a little surprising.  It does however give us a channel to AEI at a high level.

The problem Now

11. The solicitors for Edwards and for AEI are preparing their cases.  Some additional documents have recently been listed by Stephenson, Harwood and Tatham for discovery.  The solicitors for Prince Abdul Rahman have also requested discovery of documents (see paragraph 6).  If the Abdul Rahman case is allowed to take its normal course, the Saudis will sooner or later (through the Prince) have access to information on AEI’s commercial practices.  It is difficult to assess the exact extent of the damage this might cause, but it would no doubt have a serious effect on British firms’ chances of doing business in Saudi Arabia and could sour Anglo/Saudi relations over a wide field.  In particular, AEI’s and GEC’s commercial hopes both in Saudi Arabia and perhaps in other Arab countries would be severely prejudiced.  The £10 million still owing to AEI from the contract which gave rise to the Edwards case would be at risk and Saudi Arabia might insist on re-negotiating the financial aspects of the contract.

12. For political and commercial reasons, therefore, there would seem to be advantage in reconsidering an out-of-court settlement of both cases.  An early settlement with Edwards might make it possible for a follow-up settlement with Prince Abdul Rahman which would avoid any need for him or his Palestinian representative to see the papers.

13. The Treasury Solicitor’s Office agree that, in the circumstances and although AEI refused an out-of-court settlement in 1968 before the case was opened, the advantages for AEI in such a settlement should be fed back to the company and might best be done through Lord Trevelyan.  A suggested “line to take” is therefore attached to this paper.



As the cases are proceeding at present, there is no way of preventing Prince Abdul Rahman from seeing the documents involved.  We may therefore need to ensure through the Embassy in Jedda that Prince Sultan, the Minister of Defence, is aware that his brother may see papers giving information on Saudi Air Defence secrets but that so far as court hearings are concerned, the secrets will be protected by editing and coding.  The Prince will also be able to read documents, not hitherto available to the Saudis, which contain information that AEI, for commercial reasons, would not wish them to see and which might damage for many years to come their interests in Saudi Arabia (and possibly elsewhere in the Arab world) as well as the interests of other firms associated with them in the Consortium.

If the cases proceed (and both have now been set down for trial) the details of the AEI/Saudi Government negotiations are almost sure to get back to the Saudis.  We would very much regret this, both because of the very serious consequences for AEI’s commercial standing in the area and because of the obvious political implications for Anglo-Saudi relations.  However, our concern does not amount to £1.65 million; indeed, we are not prepared to consider making any kind of offer to Mr Edwards in order to prevent the cases’ coming to trial.  We do not see how Crown Privilege can be invoked to protect documents of that kind.  If application to protect documents containing Air Defence secrets were made and failed, AEI’s commercial standing in Saudi Arabia would be likely to be even more damaged than under the present editing and coding system.  Is there not therefore a case for considering settlement out of court?


Amended this 19thday of November 1969 pursuant to Order 21 rule 3

Re-Amended this 8th day of March 1974 pursuant to the leave of Master Ritchie

IN THE HIGH COURT OF JUSTICE                                                                1969 E. No. 1448



WRIT issued the 30th day of May 1969

B E T W E E N : –







1. By an agreement contained in or evidenced by a letter dated 20th February 1964 and addressed by the Defendants to the Plaintiff, the Defendants, in consideration of the Plaintiff continuing to assist the Defendants in the negotiation of a contract for the supply of defence equipment to the Kingdom of Saudi Arabia (herein called “the Government”) agreed to pay the Plaintiff, if a contract was entered into, a commission calculated at the rate of 7½ per cent on the contract price.

2. Pursuant thereto the Plaintiff continued to assist the Defendants as aforesaid, and by an agreement dated 24th April 1967 the Defendants agreed to supply defence equipment to the Government for a total sum of £22m.

3. On or about 26th November 1966, Sir Charles Wheeler on behalf of the Defendants, and in order to induce the Plaintiff to forego his said commission, assured the Plaintiff that if the Defendants concluded a contract with the Government at a price of £22,000,000 the Defendants would incur a loss and there would be nothing for anyone in the way of commission.  The Defendants thereby:-


(i)                  Represented to the Plaintiff that they had fully and finally costed the said contract, and such costings established an inevitable loss to the Defendants at a price of £22m; and

(ii)                Warranted that as at the date of any contract with the Government their costings would show an inevitable loss to the Defendants at a price of £22m; and

(iii)               Represented that they were under no contractual obligation to pay any commission in respect of the said contract to anyone other than the Plaintiff; and

(iv)              Warranted that they would in fact neither agree to pay nor pay no commission to any other person.


4. In reliance upon and in consideration of the said representations and the said warrantyies, the Plaintiff then orally agreed with the Defendants to forego his said commission in the event of the Defendants concluding a contract with the Government at the said price of £22m.  It was  There were in the premises an express conditions of the said agreement namely:


(i)                  That the Defendants were under to contractual obligation to pay and would not pay any commission to any other person.

(ii)                That the Defendants would in fact neither agree to pay nor pay commission to any other person.

(iii)               That the Defendants had fully and finally costed the said contract and that such costings established an inevitable loss to the Defendants at a price of £22m.

(iv)              That as at the date of any contract with the Government the Defendants costings would show an inevitable loss to the Defendants at a price of £22m.


5. Alternatively the conclusion by the Defendants of a contract with the Government at £22m. and the conditions pleaded in sub-paragraph (i) to (iv) of the preceding paragraph hereof, were conditions precedent to the agreement pleaded in the said paragraph.

6. In the further alternative, if it be held, as is alleged in paragraph 3 of the Amended Defence, that the sole consideration for the agreement pleaded in paragraph 4 was the conclusion by the Defendants of a contract with the Government, then such contract was concluded on 24th April 1967 and no contract was entered into between the parties in the terms of this agreement until this date.

7. In the premises pleaded in paragraph 5 and 6 hereof, the representations pleaded in paragraph 3 hereof were continuing representations; should be deemed to have been repeated by the Defendants until 24th April 1967; and were not in fact in any way qualified or withdrawn by the Defendants before that date.

8. Further shortly before a meeting in Jeddah on the evening of Saturday 11th March 1967, attended (inter alia) by representatives of the Government, and by Sir Charles Wheeler, Mr. Baldwin, Mr. Melville and Mr. Jones for the Defendants, Sir Charles Wheeler assured the Plaintiff that a detailed examination of the Defendants costings showed that at a price of £22m the Defendants were accepting a grave loss, and that the said costings made an inadequate allowance for contingencies.  When in consequence the Plaintiff so informed the meeting, Sir Charles Wheeler stated that he agreed with everything the Plaintiff had said.  In the premises the Defendants expressly repeated the said representation and affirmed the said warranty and/or conditions pleased in paragraphs 3 (i) and (ii) and 4 (iii) and (iv) hereof.

9. But unknown to the Plaintiff, the Defendants upon the said date 26th November 1966 were contractually bound to pay to one Antoine Kamouh a commission of not less than £200,000 in consideration of his services in respect of the said contract.  Alternatively, orally on the telephone on 8th March, and in the course of further conversations between that date and 23rd March (of which no further particulars can be given except that they included conversations at the Defendants offices on 22nd and 23rd March) the Defendants acting by Sir Charles Wheeler, Mr. Bibby and Mr. Baldwin, agreed to pay £200,000, or up to £200,000, to the said Kamouh by way of commission as aforesaid.  Further after April 1967  Thereafter the Defendants in fact paid to the said Kamouh the said commission or alternatively £100,000 on account thereof namely £60,000 on or about 12th April 1967 and £40,000 on or about 9th May 1967.

10. Further, on and prior to 26th November 1966, the Defendants had not fully or finally costed the said contract, and continued to examine and revise their said costings up to 24th April 1967.  The Defendants costings as at 26th November 1966 or alternatively their revised costings as at 24th April 1967 did not establish any or any inevitable loss at the said price of £22m but a profit to the Defendants of about 1.195m in excess of £1.113m.

11. In the premises the said representations was were untrue; and the said warrantyies and or the said conditions were broken; and the said conditions precedent (other than the conclusion of the contract with the Government) were not fulfilled.  The Plaintiff is not bound by the agreements pleaded in paragraphs 4, 5 and 6 hereof, or any of them and there is due and owing to him by way of commission 7½% of £22m namely £1.65m.

12. Alternatively, if contrary to the Plaintiff’s contention it be held that he remains bound by any of the agreements pleaded in paragraphs 4, 5 or 6 hereof then he will say that by reason of the Defendants said misrepresentation breaches of warranty and of condition he has suffered damage and claim a like sum by way of damages


(1)    £1.65m.

(2)    Alternatively damages

(3)    Interest at 2% above bank and base rate





SERVED this 15th day of June 1969 by Stephenson Harwood & Tatham of Saddlers’ Hall, Gutter Lane, Cheapside, London, E.C.2. Solicitors for the Plaintiff.

RE-SERVED this 19th day of March 1969 by Stephenson Harwood & Tatham of Saddlers’ Hall, Gutter Lane, Cheapside, London, E.C.2. Solicitors for the Plaintiff.

RE-SERVED this 8th day of March 1974 by Stephenson Harwood & Tatham of Saddlers’ Hall, Gutter Lane, Cheapside, London, E.C.2. Solicitors for the Plaintiff.



IN THE HIGH COURT OF JUSTICE                                                                1970 – S – No. 6339

[Handwritten: “Return to MED (MR DANDO)]


B E T W E E N : –



– and –

ASSOCIATED ELECTRICAL INDUSTRIES LTD.                                      


ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom of Great Britain and Northern Ireland and of Our other Realms and Territories Queen, Head of Commonwealth, Defender of the Faith:

To Associated Electrical Industries Limited whose registered office is situate at 1 Stanhope Gate London, W.1.

WE COMMAND YOU that within 8 days after the service of this Writ on you, inclusive of the day of service, you do cause an appearance to be entered for you in an action at the suit of Abdul Rahman Bin Abdul Aziz Al Saud and take notice that in default of your doing so the Plaintiff may proceed therein, and judgment may be given in your absence.

Witness, Quintin McGarel Baron Hailsham of St. Marylebone, Lord High Chancellor of Great Britain, the 6th day of October 1970.

[OMITTED: Directions for entering appearance]


1. Between about 1963 and 1967 the Defendants were seeking to negotiate a contract between themselves and the Kingdom of Saudi Arabia for the supply by the Defendants for reward to the said Kingdom of defence radar equipment.

2. At all material times one Geoffrey Edwards was a duly appointed agent of the Defendants in connection with the carrying on of the said negotiations and/or the procuring of such a contract.

3. By an agreement made partly orally and partly in writing in about April 1963 the said Edwards and the Plaintiff agreed that in consideration of the Plaintiff by himself or his staff giving or continuing to give his assistance in the pursuit of the successful outcome of the said negotiation the Plaintiff should be paid a commission of 3% on the installed cost of the equipment.

4. Inso far as the said agreement was made or confirmed in writing the Plaintiff relies upon a letter from the said Edwards to the Plaintiff dated the 8th April 1963.

5. By the said agreement and letter the said Edwards undertook to procure a letter from the Defendants confirming the said agreement.

6. By a letter dated the 22nd November 1963 from the Defendants to the Plaintiff the Defendants confirmed to the Plaintiff as follows:-

“Mr. Geoffrey Edwards who is our appointed representative in the proposed sale of radar equipment in Saudi Arabia has informed us of your joint interest with him in this matter.  We would confirm that the earned commission will be paid immediately when due.”

7. The said agreement was made by the said Edwards on behalf of the Defendants, alternatively in the premises been ratified by the Defendants.

8. Further or alternatively by the said letter the Defendants warranted to the Plaintiff that the said commission would be paid by them when due, with the intent that the Plaintiff should act in reliance thereon and in giving or continuing to give his assistance as aforesaid the Plaintiff did act in reliance thereon.

9. In the further alternative the said Edwards was himself entitled to commission from the Defendants calculated at the rate of 7½% on the contract price of the said equipment and by the said agreement and/or his said letter to the Plaintiff the said Edwards assigned to the Plaintiff part thereof amounting to 3% of the installed cost of the equipment.  By their said letter of the 22nd November 1963 the Defendants have acknowledged that they have had notice of such assignment.  Before discovery of documents or interrogatories the Plaintiff can give no particulars of the said entitlement of the said Edwards, save that the said Edwards has relied on a letter dated the 20th February 1964 from the Defendants to the said Edwards.

10. If which is denied the said Edwards made the agreement referred to in paragraph 3 hereof on his own behalf alone, there been in the premises a novation thereof and the Defendants are liable to pay commission in accordance with the said agreement.

11. The Plaintiff duly gave assistance as aforesaid and thereby the Defendants obtained the proposed contract, which was dated the 24th April 1967 for the supply of such equipment at a price of £22,000,000.  The said equipment was installed at a cost not less

12. In the premises the Defendants are liable to pay commission as aforesaid to the Plaintiff.  The sum due is £660,000.




This Writ was issued by Fox & Gibbons of 7 Grafton Street, London, W.1. Solicitors for the said Plaintiff whose address is Riyadh Saudi Arabia

[1] Head of Middle East Department, Foreign and Commonwealth Office.

[2] Assistant Under Secretary, superintending Middle East Department, Foreign and Commonwealth Office.