Tom Poole KC (instructed by Simons Muirhead Burton) for the Claimant
PAUL MITCHELL KC:
- The Claimant (“SCL“) is a boutique company offering what have been referred to by the parties as “capital introduction” services in the private equity real estate market, with a particular focus on London. SCL is connected by common ownership and directors with another boutique company operating in the same market sector offering executive search and talent advisory services, Sousou Partners LLP (“SPL“). The main actor on behalf of SCL and SPL relevant for the purposes of this trial was Mrs Ghada Boudouvas, whose professional name is Ms Ghada Sousou (“Ms Sousou“).
- The Defendant (“Dr Abel“) is now an owner and director of the manager of a real estate investment fund called Greykite Investment Adviser Limited (“Greykite“). The fund managed by Greykite is split into various components but may conveniently be referred to as the Greykite European Real Estate Fund. Dr Abel was awarded his PhD in Management Science in 2025, after the events relevant to determination of this claim, but, as did the parties, I refer to him by his current title.
- This litigation arises from the dealings between Ms Sousou and Dr Abel in the period before Greykite was incorporated, when Dr Abel was seeking to set up a fund such as Greykite and looking to raise capital. Dr Abel was successful in that regard, with seed capital of €150 million coming from an alternative asset manager called Wafra. Wafra is owned by the Public Institution for Social Security in Kuwait and invests in real estate. Shortly following Wafra’s investment, Greykite attracted significant interest from other institutional investors: between launch in March 2024 and February 2025, it raised $660 million from investors (including Wafra), and by October 2025 it had raised $1.4 billion.
- SCL’s case is that it, acting by Ms Sousou, concluded an oral agreement with Dr Abel in the Rose Bar at Annabel’s private members club in Mayfair in the early evening of 7 February 2023 (“the Annabel’s Agreement“). The terms of the alleged Annabel’s Agreement were that SCL agreed to introduce Dr Abel to potential providers of capital, including in particular Wafra, in exchange for a small monthly retainer and a “back-end success fee”, meaning a percentage of such funds as might be raised. SCL says that Ms Sousou did indeed effect introductions to very senior executives at Wafra and, as noted, Wafra was the first investor into Greykite. So, SCL contends, it was the effective cause of Wafra’s investment into Greykite and thus is entitled to the allegedly promised success fee.
- The claim is put in two ways:
i) In contract. It is said that into the alleged Annabel’s Agreement should be implied a term that SCL would be paid a reasonable price for the services to be rendered; and that a reasonable price is 1% of capital raised, i.e., €1.5 million.
ii) In restitution. It is said that Dr Abel freely accepted services provided by SCL knowing that SCL expected to be paid for them; and that accordingly SCL is entitled to a quantum meruit for those services; which sum is to be assessed at 2 – 3% of capital raised, i.e., between €3-4.5 million.
- Although Dr Abel does not dispute that the introductions effected by Ms Sousou had, in the abstract at least, a value, he defends the claim on the grounds that the alleged Annabel’s Agreement never existed. He says that he did not know of SCL on 7 February 2023; that Ms Sousou effected introductions to Wafra voluntarily at first; and that only subsequently did she (apparently on behalf of SPL and not SCL) start to demand payment of a retainer and a success fee. He says he agreed to pay the retainer and expressed willingness to pay some kind of success fee in the event introductions effected by Ms Sousou resulted in investments being made into his new fund, but that ultimately agreement was never reached and he could not persuade Ms Sousou to accept what he was offering (at first, £100,000; by the end of the relationship, $250,000).
- SCL was represented by Mr
Tom Poole KC and Dr Abel by Mr Fraser Campbell KC. I am very grateful to both advocates for their assistance and robust common sense in managing an overrun in the trial timetable so smoothly; in particular I am grateful to them for their clear and well-argued closing submissions and exemplary marshalling of the evidence.
- I heard evidence from the two principals, Ms Sousou and Dr Abel and from Ms Sousou’s husband and business partner, Mr Nico Boudouvas. The evidence of two other lay witnesses called by SCL, Ms Serene Hamzawi and Mr Peter Field, was admitted unchallenged.
- I also heard from two expert witnesses regarding the valuation of the services which SCL provided to Dr Abel: for the Claimant, Mr Federico Membrillera and for the Defendant, Mr Peter Mayer.
- I address my conclusions on the reliability of the evidence given by the witnesses on specific factual or expert issues in the context of each issue. I have borne in mind throughout the guidance given in the authorities regarding the assessment of the evidence of lay witnesses. In the recent case of GI Globinvestment Ltd v XY ERS UK Ltd [2025] EWHC 740 (Comm), Jacobs J summarised the authorities, and I gratefully adopt his analysis at [85] – [99]. In short:
i) I have sought to test veracity by reference to the objective facts proved independently of the witness’s testimony, in particular the documents; and I have paid regard to the motives of the witnesses and to the overall probabilities: Armagas Ltd v Mundogas SA (The Ocean Frost) [1985] 1 Lloyd’s Rep 1, 57, per Robert Goff J, as subsequently cited with approval on numerous occasions at appellate level.
ii) I recognise that human memory is fallible; but also that it is my duty to consider and evaluate the oral evidence I have heard despite the recognition that it may be flawed by the limitations of memory: Kogan v Martin [2019] EWCA Civ 1645, at [88].
iii) Although no element of SCL’s pleaded causes of action or Dr Abel’s defences requires proof of dishonesty, leading counsel for each party has submitted to me that in some respects the evidence of the principal witness for the other side must be dishonest. Those submissions, which I consider below in more detail, are founded on inferences and as such I have borne in mind the guidance as to inferring dishonest conduct given by Calver J in Suppipat v Narongdej [2023] EWHC 1988 (Comm) at [904]. In particular, I have assessed whether there are any facts that tilt the balance to justify an inference of dishonesty; and I have considered whether there might be any motive for a witness to have given dishonest evidence.
iv) In relation to the allegations that evidence was given dishonestly, I have also borne in mind that “cogent evidence is required to justify a finding of fraud or misconduct”, reflecting the court’s conventional perception that it is generally not likely that people will engage in such conduct: Bank St Petersburg PJSC v Arkhangelsky [2020] EWCA Civ 408 per Sir Geoffrey Vos C at [46] – [47].
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Tom Poole KC and Dr Abel by Mr Fraser Campbell KC. I am very grateful to both advocates for their assistance and robust common sense in managing an overrun in the trial timetable so smoothly; in particular I am grateful to them for their clear and well-argued closing submissions and exemplary marshalling of the evidence.
